A variety of local and systemic adverse reactions has been attributed to silicone prostheses used for augmentation or reconstructive mammoplasty. We present a patient who developed an unusual local cutaneous reaction to a silicone breast implant, which was characterized clinically by macular erythema and focal ulceration and histologically by a basaloid proliferative epidermal reaction. The epidermal changes seen histologically simulated those overlying dermatofibromas and were felt to be reactive secondary to silicone leakage and fibrosis. The process resolved postexplantation of the prosthesis.