52 year old white female. She had breast augmentation performed twenty years earlier by a general practitioner: they put saline implants OVER the muscle. She presented with severe deformity of ptosis, implant malposition as well as grade 4 capsular contracture. Revision presented a daunting challenge in this very thin lady: completely removing the old capsules and implants, and then making new implant pockets UNDER the pectoralis muscle to provide better soft tissue coverage over the implants. This was performed in-office in our fully accredited (AAAASF) facility under light sedation and local anesthesia. Results shown at 3 years.