Purpose: We present two patients wherein suction-assisted lipectomy (SAL) failed to adequately treat subcutaneous lipomas. In both cases, open resection was required. Liposuction offers multiple advantages in the treatment of subcutaneous lipomas, including small incisions, minimal scars, contouring of surrounding tissue, and less post-operative pain. However, the two patients presented in this report led us to question the characteristics and features that render lipomas suitable for liposuction therapy. Case Report: Two women presented to surgeons at another facility with slowly growing soft-tissue masses that were electively treated with liposuction. One was located in the parascapular region, and the other over the shoulder. Both masses recurred or expanded after SAL, and required open excision. Intra-operative dissection revealed sub-muscular lipomatous masses with no histological evidence of malignancy. Summary: These cases illustrate the limitations of liposuction therapy in the treatment of subcutaneous lipomas. The experiences of these patients led us to speculate that a biological modification occurs in the remaining lipoma cells following liposuction that prevents recurrence in the majority of cases. Further investigation is warranted to improve the identification of suitable candidates for non-cosmetic applications of SAL therapy.