CASE PRESENTATION: A 35 year old African American male presented in respiratory distress requiring intubation after 2 weeks of progressive fever and productive cough. He was born premature at 28 weeks and had a distant history of pneumonia at age 12 but was otherwise healthy. CXR showed bilateral lower lobe infiltrates and irregular lucencies. Laboratory data demonstrated Leukocytosis with bandemia, Lactic Acidosis, and a compensated respiratory acidosis. CT imaging revealed consolidation and ground glass attenuation within the bilateral lung bases and diffuse cystic disease. The patient required vasopressor support and broad-spectrum antibiotics, but was fully weaned off of vasopressor support on day 3 of hospitalization. Repeat bronchoscopies were unable to isolate a pathogen, growing only normal respiratory flora. Urine/Serologies for Alpha-1 antitrypsin, viral pathogens, mycobacterium, Legionella, Streptococcus, along with remainder of infectious workup was negative. Due to refractory hypoxemia despite high peep ventilator strategies, patient was started on extracorporeal membrane oxygenation (ECMO). He was later transferred to an ECMO specialty center where the remainder of care was provided. A video-assisted thoracoscopic surgery procedure offered a lung biopsy, which showed lack of cartilage in the distal bronchial tree and confirmed the diagnosis of Williams-Campbell syndrome.