We report on the highly unusual case of a 75-year-old woman who developed a biphasic right axillary mass of apparent melanoma and adenocarcinoma 13 years after a diagnosis of primary melanoma on her right upper back. The differential diagnosis included a collision tumor and metastatic melanoma with adenocarcinomatous transdifferentiation. We utilized immunohistochemical staining, DNA sequencing, and comparative genomic hybridization (CGH) to characterize this unusual tumor. By immunohistochemistry, the melanomatous component was positive for S100 and Melan-A, and had patchy positivity for cytokeratin. The adenocarcinomatous component was negative for melanoma markers, but was strongly positive for cytokeratin. In addition, the glandular component was positive for CDX-2 and Ber-EP4, giving the distinct histologic and immunohistochemical impression of a gastrointestinal metastasis nested within a deposit of metastatic melanoma. Clinical and radiologic workup failed to reveal a primary gastrointestinal malignancy. Molecular genetic analysis, including DNA sequencing and CGH, revealed that both areas contained an identical NRAS Q61K mutation and had highly similar CGH profiles, including gains of chromosome 1q and losses of 1p, 4, 9, and 10, which are archetypical of melanoma. The NRAS mutation was also identified in a deposit of metastatic melanoma resected 12 years earlier, but was not seen in the patient's nontumorous tissue, indicating that it was somatically acquired. Genetic analyses demonstrate that 2 morphologically distinct tumors arose from a common ancestor melanoma cell that harbored an NRAS mutation and subsequently divergently evolved by the acquisition of additional genomic alterations. Our findings illustrate the ability of molecular analyses to resolve lineage in complex neoplasms and illustrate the phenotypic plasticity of cancer cells.