INTRODUCTION: An aorto-esophageal fistula (AEF) is a rare but life-threatening cause of upper gastrointestinal bleeding caused by an abnormal communication between the esophagus and aorta. Etiologies include foreign body ingestion, malignancy, post-operative trauma, and ruptured TAA. We present the fatal case of a patient with profound anemia who suffered catastrophic consequences secondary to graft-esophageal fistula. CASE DESCRIPTION/METHODS: A 66-year-old male with history of percutaneous thoracic endovascular aortic repair 3 months prior presented with complaints of 2 weeks of dizziness, nausea, and intermittent dark stools. EGD/colonoscopy 2 months ago were negative for acute GI bleed. Upon evaluation, the patient was mildly tachycardic with positive orthostatic vital signs and fever of 100.4 F. Rectal exam did not demonstrate gross blood. Labs were remarkable for Hgb 6.8 with repeat 5.9, WBC 14, and BUN 14. CTA chest was done to investigate tachycardia and identified an enlarging distal aortic endoleak with stable short segment dissection. Vascular surgery was consulted but felt the endoleak was chronic. CT A/P ruled out retroperitoneal hematoma and he was treated with transfusions and beta blocker therapy. Following recurrent melena, our EGD revealed two areas concerning for aortic stent erosion into the esophagus at 34 and 36 cm from incisors with trace oozing, locating the source of hemorrhage. Vascular surgery reevaluated the patient with plan for graft removal and reconstruction of thoracic and abdominal aorta. Unfortunately, before advancing to surgery he decompensated after large volume hematemesis. Vasopressors were initiated for hemorrhagic shock but life-sustaining measures were eventually discontinued to respect family wishes. The etiology of his acute symptomatic anemia and massive hemorrhage was suspected to be graft-esophageal fistula. DISCUSSION: AEF is an unusual post-operative complication of prosthetic aortic repair. Secondary AEF can develop after open or endovascular repair of the aorta, occurring in 1.9% of patients post-endovascular aortic repair. Pathophysiology remains unclear but it is thought to arise from erosion of graft material into esophagus, graft infection with abscess rupture, or anastomotic pseudoaneurysm. Our case emphasizes the importance of raising clinical suspicion not only for hematemesis but for new onset fever with elevated inflammatory markers in the appropriate clinical setting as well as the need for emergent surgical intervention to avoid fatal outcomes.