CASE PRESENTATION: 57-year-old Chinese man, former smoker, with chronic HBV, history of incompletely treated pulmonary TB in 1996 presented with progressive dry cough, dyspnea, weight loss, fevers, chills, and night sweats. Chest x-ray showed bilateral diffuse nodularity, and sputum culture grew Mycobacterium tuberculosis. He was started on IRPE for miliary TB. Course was complicated by asymptomatic liver transaminitis requiring treatment discontinuation after 3 weeks. IRE/Levofloxacin were substituted. He was admitted to the hospital for worsening dyspnea and cough with concern for possible resistance. The original sputum culture revealed INH resistance but susceptibility to other first line agents, and he was discharged on RPE/Moxifloxacin. He was readmitted for medication noncompliance and new hypoxia. CT chest showed persistent diffuse pulmonary nodules, biapical scarring and emphysema. Liver biopsy showed concern for drug-induced versus autoimmune hepatitis, and he was started on prednisone and tenofovir, as well as a liver-sparing regimen of amikacin, ethambutol and moxifloxacin. He continued to worsen. Open lung biopsy of two different lobes revealed lung adenocarcinoma in both surgical specimens.