Brunn nests, cystitis cystica and cystitis glandularis are reactive urothelial changes commonly encountered in bladder specimens. Brunn nests are invaginations from the overlying urothelium into the lamina propria. When Brunn nests become cystically dilated (with or without eosinophilic secretions in the lumen) - this change is referred to as cystitis cystica. When the urothelial cell nests show a central lumen lined by glandular epithelium, it is referred to as cystitis glandularis. Most areas of cystitis cystica and cystitis glandularis are microscopic. In some cases, florid cystitis cystica and cystitis glandularis may form polypoid masses that clinically mimic urothelial neoplasia. This biopsy was prompted by a multinodular exophytic mass seen on cystoscopy in a patient with history of hematuria.