86-year-old man with history of basal cell carcinoma (left ear) s/p Moh's surgery (3 years prior to presentation) admitted with 2-months of progressively worsening fatigue and difficulty walking leading to wheelchair dependency (previously able to walk 2-miles daily ).He had intermittent diplopia with down beating rotatory nystagmus, bilateral dysmetria, truncal ataxia, intermittent bowel/bladder incontinence, and mild dysphagia. He had no cutaneous findings suspicious for a primary skin malignancy. MRI brain revealed generalized cerebral atrophy. MRI spine showed incidental congenital cervical spinal canal stenosis with mild cord compression. CT chest/abdomen/pelvis showed no malignancy but revealed bilateral axillary lymphadenopathy with biopsy consistent with diagnosis of MCC (CK20+). Paraneoplastic panel was positive for P/Q-type voltage-gated calcium channel antibody consistent with LEMS. Lumbar puncture unremarkable except for elevated CSF protein (70). He received steroids followed by chemotherapy (Carboplatin/Etoposide), IV immunoglobulin (for 5-days), and physical therapy with significant clinical improvement and discharge to rehabilitation facility.