Feature extraction is a critical component of medical image analysis. Many computer-aided diagnosis approaches employ hand-designed, heuristic lesion extracted features. An alternative approach is to learn features directly from images. In this preliminary study, we explored the use of Adaptive Deconvolutional Networks (ADN) for learning high-level features in diagnostic breast mass lesion images with potential application to computer-aided diagnosis (CADx) and content-based image retrieval (CBIR). ADNs (Zeiler, et. al., 2011), are recently-proposed unsupervised, generative hierarchical models that decompose images via convolution sparse coding and max pooling. We trained the ADNs to learn multiple layers of representation for two breast image data sets on two different modalities (739 full field digital mammography (FFDM) and 2393 ultrasound images). Feature map calculations were accelerated by use of GPUs. Following Zeiler et. al., we applied the Spatial Pyramid Matching (SPM) kernel (Lazebnik, et. al., 2006) on the inferred feature maps and combined this with a linear support vector machine (SVM) classifier for the task of binary classification between cancer and non-cancer breast mass lesions. Non-linear, local structure preserving dimension reduction, Elastic Embedding (Carreira-Perpiñán, 2010), was then used to visualize the SPM kernel output in 2D and qualitatively inspect image relationships learned. Performance was found to be competitive with current CADx schemes that use human-designed features, e.g., achieving a 0.632+ bootstrap AUC (by case) of 0.83 [0.78, 0.89] for an ultrasound image set (1125 cases).