Atypical fibroxanthoma, a more recently recognised variant of malignant fibrous histiocytoma, is described arising at the site of an earlier squamous cell carcinoma, in a patient treated with radiotherapy 21 years previously. Distinction between atypical fibroxanthoma and a poorly-differentiated squamous cell carcinoma proved to be difficult by ordinary light microscopy and it was only after immunohistochemical staining that the second lesion was confirmed as atypical fibroxanthoma. The natural history, differential diagnosis and histological pitfalls of this poorly characterised mesenchymal lesion are discussed.