CASE PRESENTATION: We report a 57 year old male with past medical history significant for HIV, who presented with shortness of breath for 3 weeks. On admission he underwent computed tomography (CT) of the chest which revealed a complex loculated pleural effusion for which he underwent thoracentesis. Pleural fluid analysis revealed pH of 6.43, white blood cell count of 152,000 with 93% neutrophils, which was consistent with empyema thoracis. He subsequently underwent video-assisted thoracoscopic surgery (VATS) decortication with chest tube placement. After resolution of drainage he was discharged home on intravenous ceftriaxone for pan-sensitive streptococcus pneumoniae. During his 1 month follow up, he complained of a painless lump arising from VATS surgical incision site along the right chest wall. Physical examination revealed a nontender, nonerythematous, fluctuant mass without crepitus that was fully reducible by manual pressure, as demonstrated by Video 1. He underwent repeat CT chest (Figure 1), which revealed large right-sided pneumothorax which communicated with extrathoracic wall, suggestive of pneumothorax necessitans. Subsequent chest tube placement led to improvement in pneumothorax and chest wall mass.