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Case Reports: A 56 year old man presented with a one day history of fever. He reported tick exposure one week prior. He had co-morbidities of HIV/AIDS and End-Stage Liver Disease secondary to hepatitis C. Broad spectrum antibiotics and oral doxycycline were initiated. On hospital day 5, Ehrlichiosis chaffeensis PCR resulted positive and antibiotic therapy was de-escalated. However, on day 7, he developed hypoxemic respiratory failure requiring ICU transfer and non-invasive ventilation. On exam, his lungs exhibited diffuse crackles. Chest CT revealed bilateral apical alveolar infiltrates and pleural effusions. Broad spectrum antibiotics and hydrocortisone were added to IV doxycycline. Bronchoalveolar lavage fluid was unusually yellow, but all cultures were negative. Therapy was continued with IV doxycycline and hydrocortisone with resolution of respiratory complications. Ehrlichia chaffeensis infects mononuclear phagocytes leading to human monocytic ehrlichiosis. It is transmitted by Lone Star ticks (Amblyomma americanum) found in the south central and eastern United States. Most forms of ehrlichiosis readily respond to treatment with doxycycline. Delayed therapy has been associated with increased pulmonary complications (including pulmonary edema and adult respiratory distress syndrome requiring mechanical ventilation) with increased ICU admissions and mortality. In our case, it is possible that despite early, appropriate therapy the patient progressively worsened. Poor enteric absorption of oral doxycycline was considered, and in this case, the transition to IV doxycycline and systemic steroids resulted in rapid clinical improvement. An additional unique feature in our case was the yellow color of the BAL fluid, which was highly unusual and unreported in any disease. Unfortunately, Ehrlichia PCR is not approved for use on BAL fluid. In summary, clinical diagnosis of ehrlichiosis requires a high index of suspicion as treatment delays are associated with increased pulmonary complications and ICU mortality. Occasionally, despite aggressive treatment, pulmonary complications still occur, but prompt transition to IV doxycycline and the addition of steroids can be effective.