CASE PRESENTATION: An 85-year-old female presented to the ED with orthopnea, PND and cough. She also complained of small joint tenderness, dry mouth and dry eyes. Her PMH was significant for breast cancer s/p lumpectomy, diastolic CHF, paroxysmal atrial fibrillation, and DJD. She was recently admitted with an exudative pericardial effusion attributed to viral etiology and discharged home on appropriate medications. However, she returned to the ED 2 days later with tachypnea, hypoxia to 85% on room air with diminished breath sounds in lung bases. X-ray revealed bilateral pleural effusions and a residual pericardial effusion. Acute coronary syndrome was ruled out, with little relief from diuresis. Follow-up x-ray showed little improvement and echocardiogram revealed a minimal effusion. Diagnostic and therapeutic thoracentesis showed Pleural LDH/Serum LDH was 0.72 and Pleural Protein/Serum Protein was 0.67. Cytology was negative for malignancy, TB and ADA were also negative. Breast and rectal exams revealed no masses. Full body CT revealed no discrete masses. Rheumatology panel showed elevated speckled pattern ANA of 250, but normal RF, C3, C4, anti-CCP, anti-histone antibody, Anti-Jo, Anti-Smith, Anti-dsDNA, SSA and SSB. Rheumatology was consulted; she was started on prednisone with improvement in her joint pain, SOB, and hypoxia. Follow up X-ray at discharge revealed stable decreased pleural effusions.