A 69 year old male with a 40 pound weight loss over the previous four months was transferred from an outside hospital for further evaluation of a 1 week history of fever, as high as 103 Fahrenheit, fatigue, chills and productive cough. Papular skin lesions that developed into ulcerative areas were noted, skin biopsy was consistent with pyoderma gangrenosum. He was treated for community acquired pneumonia with a suspected myelodysplastic syndrome based on profound anemia (Hgb 7.5) and thrombocytopenia (platelets 10,000). Bone marrow biopsy and peripheral blood analysis demonstrated aberrant increased myeloblasts along with hemophagocytosis. Ferritinemia with >36,000 ng/ml was present. The patient's neurologic examination was generally non focal, however, over the course of treatment he became lethargic. Subsequent brain MRI showed focal areas of restricted diffusion. The patient rapidly deteriorated with CNS, pulmonary, renal, dermatologic and hematologic involvement. He expired despite a regimen of etoposide and dexamethasone. Secondary hemophagocytic lymphohistiocytosis was diagnosed based on biopsy findings, elevated ferritin, fever and cytopenias.