JM is a 22 year old G2P1 who initially had a 13 week ultrasound which showed a thick membrane adjacent to the superior edge of the placenta, most likely representing a marginal hematoma. A 21 week ultrasound showed normal fetal anatomy, normal amniotic fluid and a normal left anterior placenta. A follow up 28 week ultrasound showed the following: turbid amniotic fluid filled with echoreflections, thick and heterogeneous placenta, numerous cystic structures emanating from the placenta, with no vascular flow, easily deformable by fetal body parts. The differential diagnosis at this point was: placental cyst (s), late amniotic rupture (extra-amniotic pregnancy), previously undiagnosed early amnion rupture with amniotic bands. A follow up 33 week ultrasound showed good growth (45 percentile) and normal amniotic fluid. A fetal echo showed mild tricuspid regurgitation and mild narrowing of the ductus arteriosis. A maternal hyperoxygenation pulmonary vascular test showed normal pulmonary vascular reactivity in response to oxygen, thus decreasing the likelihood for pulmonary hypoplasia. At 36 weeks, the fetus was less than the 10th percentile for size with preservation of the head/abdomen ratio. The fetus was tested with umbilical artery Doppler, NST and AFI. She was induced at 39 weeks and delivered a healthy neonate weighing 5 lbs, 9 ounces. There were no gross anomalies and no evidence of amniotic bands. The placenta grossly showed a 2 × 2 × 3 centimeter placental cyst on the fetal side. Placental pathology reported a marginal hematoma, multiple subchorionic cysts, intervillous thrombosis and old hemorrhage in the membranes. Pathology noted that while not specific, marginal hematoma and evidence of old hemorrhage are characteristic of extramembranous pregnancy.