A surgical instrument includes a first member having an inner surface and an outer surface. A second member has an inner surface and an outer surface. The outer surfaces are engageable with tissue adjacent a spine that defines a longitudinal axis. The members are relatively movable between a first configuration and a second configuration to space the tissue. In the first configuration, the members are disposable between a first position such that the inner surfaces define a substantially oval cavity that defines a major axis substantially aligned with the longitudinal axis and a second position such that the major axis is rotated relative to the longitudinal axis to space psoas tissue. Systems and methods are disclosed.