Intro: Esophageal intramural pseudodiverticulosis (EIP) is a benign, rare condition that most commonly presents in patients ages 50-70. It is often associated with diabetes mellitus, chronic alcoholism, malnutrition, or achalasia as depicted in the case below. It was first reported in 1960 with roughly 250 cases worldwide, and only 2 reports are associated with achalasia.Figure: Barium esophagram showing multiple classic button and flask shaped EIP in the upper esophagus.Figure: Barium esophagram depicting dilatation of the mid esophagus with tortuosity of the mid to distal portion.Case: An 87 year old male with a history diabetes and progressive dysphagia with regurgitation of solids and liquids over many years presented to the ER in septic shock secondary to aspiration pneumonia. He had endoscopy three years prior showing candidal esophagitis, epiphrenic diverticulum, and a schatzki ring. Follow-up endoscopy revealed tertiary contractions and he was prescribed a calcium channel blocker, which he did not take. Two months prior to this admission, a barium esophagram showed dilatation of the mid esophagus, several pseudodiverticula in the upper esophagus, tortuosity of the mid to distal portion, a 4.2x4.3cm epiphrenic esophageal diverticulum proximal to the gastroesophageal junction, silent aspiration of contrast, incomplete emptying and regurgitation to the oropharynx. High resolution manometry was significant for esophageal aperistalsis and lower esophageal sphincter pressure indicating achalasia. He presented with aspiration before achieving outpatient management. Given the patient's age and multiple comorbidities, palliative endoscopic treatment was given with botox injection and symptomatic improvement.Figure: Barium esophagram depicting a large 4.2x4.3 cm epiphrenic esophageal diverticulum proximal to the gastroesophageal junction, and regurgitation of contrast into the upper esophageal pseudodiverticula.Discussion: EIP is a rare condition caused by reactive hypertrophy and increased intramural pressure creating dilation and outpouching of the esophageal submucosal gland excretory ducts caused by a distal obstruction from chemical, infectious, or mechanical processes, such as achalasia. Dysphagia, reflux, and odynophagia are common presenting symptoms with stricture formation in up to 90% of cases. Barium esophagram shows flask or button-shaped outpouchings and may reveal dysmotility. The main goal of treatment is to correct the underlying disorder, which involved botox injection to palliate the patient's achalasia. EIP is generally benign though complications include aspiration pneumonia, candidal infection, fistulas, mediastinitis, and perforation. We present this case to raise physician awareness of this rare condition to aid in prompt diagnosis and management, in hopes of avoiding complications that result in increased patient morbidity and mortality.