CASE PRESENTATION: 67yo female presented to a suburban hospital with increased shortness of breath and decreased exercise tolerance for four months that acutely worsened over one day. She also reported cough, chest tightness and wheezing. Past medical history was significant for Asthma, GERD, HTN and Cryptogenic cirrhosis. On presentation to the ER, patient was found in distress, BP180s/80s, HR150/min, fever, Sat 90% on 100% NRBM. No Breath sounds were noted on the right and needle decompression done on field showed no return of air. Upon arrival to the ED, CXR showed bilateral patchy densities and bilateral pleural effusion. Our initial impression was heart failure exacerbation or pneumonia. No improvement was noted with initial diuresis.2D ECHO did not report any abnormality. She was managed for severe ARDS secondary to aspiration pneumonia requiring intubation. On thoracocentesis, labs showed transudative bilateral pleural effusions pH of 7.5, cloudy, white and lymph concentration of 46% , milky in color with triglyceride level of 410.Flow cytometry showed no lymphocytic evidence of a lymphoproliferative disorder. HCV and HBV negative, HIV Ab negative, HHV-8 PCR negative. Pleural fluid and blood cultures were serially negative. Cirrhosis was present in the absence of a history of alcohol use, negative serology, negative alpha-1 antitrypsin and no fatty infiltration on imaging. Her condition complicated further with the refractory shock and multiorgan failure. Patient eventually died from pulseless electrical activity with no return of circulation on cardiopulmonary resuscitation. Autopsy was discussed to ascertain cause of death but was refused by family.