CASE PRESENTATION: A 53 year old woman with a history of hypertension and diabetes mellitus presented with 6 weeks of cough intermittently productive of clear sputum and occasional blood streaks. She reported dyspnea on exertion, subjective fevers, night sweats, weight loss, decreased appetite, and myalgias. A month prior, she was treated as an outpatient with a 2-week course of an unknown antibiotic. Initial vitals showed a pulse-ox saturation of 92% on ambient air and temperature of 103F. Physical exam revealed mild diffuse expiratory wheeze, bibasilar crackles, and a dry cough. Chest x-ray was followed by a CT scan which showed bilateral upper lobe infiltrates. She was treated with ceftriaxone and azithromycin. Cultures, labs, ANA, cANCA, pANCA were obtained and unremarkable with exception of elevated ESR and CRP. Bronchoscopy with BAL and tranbronchial biopsy were inconclusive. Wedge biopsy was obtained via VATS and showed organizing pneumonia with foci of intra-alveolar fibrin balls without evidence of granuloma, fungi, CMV, eosinophils, hyaline membranes or viral inclusions. The patient was electively intubated for the procedure, and due to continued hypoxia, and was transferred to the ICU where she remained intubated. She was unsuccessfully treated with 6 weeks of steroids alonside 2 weeks of cyclophosphamide and 3 weeks of mycophenolate. Her respiratory status continued to deteriorate and eventually led to her death after a prolonged ICU stay.