A 51-year-old previously healthy male was admitted for one-month history of watery diarrhea and profound weight loss. He had severe duodenitis on EGD and the biopsy confirmed infection with Tropheryma whipplei. During this time, he also developed headache and cognitive impairment. His brain MRI showed leptomeningeal enhancement over the bilateral superior parietal lobules, left pars marginalis and right superior frontal gyri. There were a few punctate juxtacortical T2 hyperintensities in the right frontal lobe but no other signal abnormalities or enhancement in the parenchyma were noted. His CSF showed normal cell count, protein and glucose with negative bacterial cultures but PCR testing for T. whipplei was positive. Extensive workup for other infections, immunodeficiency and malignancy were negative. He was given IV ceftriaxone for two weeks followed by oral trimetophrim-sulfamethoxazole and hydroxychloroquine for with good clinical outcome. Repeat MRI showed resolution of leptomeningeal enhancement and repeat CSF testing for T. whipple was negative after 3 months.