Adenocarcinoma of the gastroesophageal junction is a disease rapidly increasing in prevalence. The origin of these tumors is unclear. Barrett's esophagus, gastric cardia lesions, and mucus glands of the distal esophagus have been implicated. This case report presents two cases of patients who had chest pain leading to esophagogastroduodenoscopy. Both had small, benign-appearing nodules at the gastroesophageal junction in the absence of Barrett' s esophagus or gastric lesions. Biopsies revealed intestinal metaplasia with dysplasia in one patient and dysplasia of the mucus glands of the esophagus in the other. The first patient was followed for 8 months with serial biopsies, during which time the lesion became progressively more dysplastic, culminating in invasive cancer. These cases are presented to show that 1) benign-appearing gastroesophageal junction nodules may have malignant behavior, and 2) junctional cancer and high grade dysplasia can occur in the absence of Barrett's esophagus or gastric cardia lesions. Gastroesophageal junctional dysplasia/carcinoma may occur in small foci of intestinal metaplasia or in the mucus glands of the distal esophagus.