CASE PRESENTATION: A 79 year old former smoker, with history of emphysema, had an incidentally discovered solid lobulated right lower lobe nodule on an abdominal CAT scan that was obtained for GI symptoms, which subsequently resolved. Mild subpleural interstitial lung disease was also noted. He had mild dyspnea on exertion but denied cough, fevers, chills, night sweats or weight loss. Right lower lobectomy revealed a 5 centimeter, well differentiated adenocarcinoma, with negative nodes and clean margins (T2aN0M0), as well fibrosis with usual interstitial pneumonia (UIP) pattern consistent with IPF. One month after surgery, he developed progressive dyspnea and hypoxia. CT of the chest showed an acute pulmonary embolus in the right lower lobe arterial stump, new scattered bilateral ground glass opacities and right greater than left effusions. Pleural fluid cytology and cultures were negative, as were tests for HIV or rheumatologic disease. His hypoxic respiratory failure did not respond to steroids or diuretics and he died one month later.