MCF-10F, an ERα negative human breast epithelial cell line derived from normal breast tissue, is able to form ductal structures in a tridimensional collagen matrix system. MCF-10F cells that are estrogen transformed (trMCF cells) progressively express phenotypes of in vitro cell transformation, including colony formation in agar methocel and loss of the ductulogenic capacity. Selection of these trMCF cells for invasiveness identified cells (bcMCF) that formed tumors in severe combined immunodeficient mice. The cell lines derived from those tumors (caMCF) were poorly differentiated ER, PR, and ERBB2 negative adenocarcinomas. These characteristics are similar to the human basal cell-like carcinomas. This in vitro-in vivo model demonstrates the importance of the basal cell type as a stem cell that reconstitutes the branching pattern of the breast and that is also target of a carcinogenic insult leading to transformation and cancer.