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A very rare variant of uterine myomas are lipoleiomyomas with reported incidence varying from 0.03 to 0.2%. Because of such small incidence these can be very challenging to diagnose, hence these almost never even make it to the list of differential diagnosis of pelviabdominal masses. These are benign conditions with excellent prognosis, and their timely diagnosis can have an essential bearing on deciding the modality of treatment and avoiding unnecessary surgical interventions as most occur in asymptomatic perimenopausal women. A 49 years old postmenopausal woman with IUCD insitu exhibited pelvic discomfort, heaviness in lower abdomen with pain in abdomen on and off. On examination a firm mobile mass arising from pelvis reaching upto the umbilicus could be palpated per abdomen, rest of the abdomen was soft. On pelvic examination a firm mobile mass could be felt in the pouch of douglas and left adnexa, left forniceal fullness was present, uterus could not be felt separately. Right fornix was free. It was difficult to differentiate whether it originated from the uterus or ovary. Pelvic ultrasound revealed a bulky uterus with homogenous echotexture and a 29 X 9cm sized hyperechoic lesion arising from the pelvis posterior to uterus extending into the left adnexa and reaching upto supraumbilical region. CT pelvis findings were suggestive of solid left ovarian tumour with cystic changes, with other differential being a rare possibility of peritoneal fibrous tumour. On exploratory laparotomy uterus was normal in size, a large cystic soft retroperitoneal mass with solid areas 15 X 30 cm was noted with stalk arising from broad ligament. The mass was dissected out and a total abdominal hysterectomy with bilateral salpingoopherectomy was performed. Histopathological examination revealed a lipoleiomyoma.