CASE PRESENTATION: A 68-year-old woman presented with respiratory failure from recurrent hemoptysis. She was cyanotic, hypoxic (oxygen saturations of 30- 40%) and hypotensive (mean arterial blood pressure in the low 50s). She had bright red blood spewing from her endotracheal (ET) tube. She was paralyzed and placed on pressure control ventilation due to increased pressures on assist control ventilation. She had a high PEEP and tidal volumes were variable between 200 - 350 millileters. Arterial blood gas reveal pH 7.22/ pCO2 73/ pO2 32. Attempts to increase oxygenation were futile. Clearing blood via brochoscopy was not possible through her 7.0 cm endotracheal (ET) tube. The cardiothoracic team was called to initiate VV-ECMO in the ED. She was then transferred to the ICU, the ET tube was exchanged and a brochoscopy was performed. She had a large completely occlusive right main stem bronchus clot. As she was still tenuous and suspected to be bleeding, the clot was cleared to identify the source. She had active brisk bleeding from the right upper lobe in B1. Interventional radiology (IR) was consulted. She was found to have an arterial-arterial and arterial-venous fistula in the right upper lobe. A coil was placed in the feeding artery and beads were injected in the right bronchial artery. The patient had hemodynamic recovery and was liberated from ECMO after a few days. She was discharged home and was neurologically intact.