CASE PRESENTATION: A 46-year-old female with diabetes was brought to the ED with cough and pleuritic chest pain. On physical exam she was febrile to 38.7C, tachycardic to 120, tachypneic to 30 with desaturations on room air to 80%. She was intubated for hypoxic respiratory failure. Initial labs were remarkable for blood glucose of 571, leukocytosis to 17.1 with 43% bands, Cr of 2.05 and ABG pH of 7.14. Admission CXR was notable for right pneumothorax and chest tube was placed. A subsequent CT scan showed pneumomediastinum with bilateral pneumothoraces, bilateral posterior opacities, and a right cavitary lesion. She became hypotensive and required vasopressors. Broad spectrum antibiotics were started with vancomycin, meropenem, levofloxacin, and fluconazole. Blood, respiratory, and pleural fluid cultures were sent with admission pleural fluid growing Streptococcus pyogenes. Given positive cultures, shock, ARDS, and renal dysfunction a diagnosis of STSS was made. Hemodialysis was initiated for acidemia and worsening renal failure. She continued to deteriorate and eventually pulse was lost and patient expired on hospital day 20.