Pleomorphic adenoma is the most common tumour of salivary glands. Parotid gland is the most common site (90%), 8% of Pleomorphic adenomas involve the minor salivary glands with highest incidence in 4th and 6th decade of life. Morphological diversity is the most characteristic feature of this neoplasm .This complexity is due to the differentiation of tumour cells and the fibrous, hyalinised, myxoid, chondroid and even osseous areas are the result of metaplasia or are actually the products of tumour cells. It demonstrates combination of glandular epithelium and mesenchyme like tissue. Rarely a malignant tumour may arise within this tumour, a phenomenon known as "Carcinoma ex pleomorphic adenoma". This poster depicts the case report of "Carcinoma ex pleomorhic adenoma of upper lip" presenting as a painful swelling of upper lip in a 52 year old female. Keywords: pleomorphic adenoma, metaplasia, mesenchyme