CASE PRESENTATION: We present 3 patients over a 5 year period that were referred for pulmonary nodule evaluation and underwent past talc pleurodesis for benign disease, usually recurrent pneumothoraces. The SUV of the pleural lesions ranged from 2.1- 9.4. Additionally, the majority of lesions demonstrated pleural thickening with nodularity in patients up to 14 years post procedure. One 76 year old smoker with a history of right sided pleurodesis developed a new left sided 1 cm spiculated nodule with right pleural thickening and nodularity. Pleural PET avidity was 7.2 SUV, while the left nodule had very low level activity and was limited stage adenocarcinoma. Serial imaging has shown stability of the pleural lesion consistent with benign disease. Another patient had right apical pleural thickening with PET avidity of 5.8 SUV prompting biopsy which demonstrated giant cell reaction to polarizable material consistent with his history of talc pleurodesis. Our final case showed PET avidity in the bilateral pleura after bilateral pleurodesis had been performed 14 years prior for recurrent pneumothoraces. The literature, radiographic and clinical clues that suggest benign post-pleurodesis PET uptake are reviewed.