CASE PRESENTATION: A 58 year old male with relapsed CLL on chemotherapy, presented with cough, progressive shortness of breath on minimal exertion, chest tightness, fever, malaise, myalgia and worsening disseminated rash for 5 days. He was a former heavy smoker and had chickenpox in childhood.No recent known contact with anyone with chickenpox. Vital signs demonstrated tachycardia (117 bpm), temperature 103F, respiratory rate of 35 and SpO2 of 88% on room air. Physical exam revealed a generalized rash at various stages of healing and small ulcers in the oral cavity. Disseminated Varicella infection was diagnosed. Initially oxygen saturation remained 95-100% on 2L/min via nasal cannula. Subsequently he developed progressive tachypnea and hypoxia and the patient was intubated after an unsuccessful trial of non-invasive positive pressure ventilation. CT chest revealed diffuse bilateral centrilobular nodules in a random pattern and bronchoalveolar lavage was negative for viral inclusions. He was started on Acyclovir, Varicella Zoster Immunoglobulin, Vancomycin and Meropenem. Despite adequate treatment the patient died within 24 hours after admission. VZV DNA by polymerase chain reaction of blood revealed >2000000 copies.