We present a giant cell tumor of the distal end of the femur that exhibited unusual diaphyseal extension and atypical MRI features. MRI demonstrated differing zonal signal characteristics in the distal metaphyseal/epiphyseal versus the diaphyseal components of the tumor. It also depicted an irregular, proximal tumor margin with an unusual, enhancing, peripheral zone. The atypical MRI features may be related to the unusual finding at pathological examination of an almost entirely necrotic giant cell tumor. This massive necrosis may illustrate a stage in the evolution of some giant cell tumors to fibrous histiocytoma-like variants of giant cell tumor or to conventional, benign fibrous histiocytoma of bone.