This patient presents with one of the more challenging scenarios in cosmetic reconstruction. I often talk to patients of the three components of revision surgery being capsule, breast tissue, and implants and in this patient, we changed all three. Her original implants were saline, then later changed to 600 cc silicone implants with a lift. Now seven years later she desired to be smaller, breast tissue lifted and more upper pole fullness. We performed bilateral capsulorrhaphy to raise up the implants to a higher position, went to smaller implants 450cc Allergan style SCF. We then repeated a breast lift using a Brazilian technique, all performed in one single surgery!