CASE PRESENTATION: A 72 year-old male with history of OSA, stroke, and obesity presented to pulmonary clinic for evaluation of chronic cough of 4 months with intermittent hemoptysis. He also had fatigue, shortness of breath, and 40 pound weight loss. CT showed mediastinal LAD and an esophageal diverticulum. EGD and barium swallow confirmed no fistula. He had a bronchoscopy, showing edematous airways in the right middle and lower lobe. Cultures were negative. Biopsy showed acute and chronic inflammation. PFTs showed obstruction with bronchodilator response, so he was started on Advair and given prednisone for possible asthma exacerbation. He did not improve, so repeat bronchoscopy was performed, showing worsening airway edema and friable, bleeding mucosa. Repeat CT identified a BE fistula at the bronchus intermedius (BI) and aspiration. He underwent surgery, and the esophagus, fistula, and BI were scarred down to the subcarinal lymph node (LN). The fistula was repaired. The LN histology showed fibrocalcific change. He had a complicated post-op course, including recurrence of his BE fistula, mediastinal abscess, and empyema, leading to a prolonged hospital and rehabilitation course.