A 52-year-old female had a long history of increasingly severe headaches that were recently more constant in the right face and retro-orbital region. Neurologic exam was normal. T1-weighted MRI showed a mass medial to the temporal lobe extending medially to the cavernous sinus. It extended inferiorly and medially to the right internal carotid artery and encased it. It extended laterally en plaque inferior to the temporal lobe. It was felt to be a meningioma on the basis of its imaging characteristics, and not surgically resectable. Stereotactic biopsy showed a transitional cell meningioma. Radiation therapy was recommended.