A 41 year-old woman presented with tachycardia and black, tarry stools. Her past medical history included a diagnosis of “lung fibroids,” myomectomies for large uterine fibroids, and ultimately TAH/BSO. Three weeks after TAH/BSO she had a second operation for hemorrhage into a pelvic mass. The patient was then placed on conjugated estrogen. In March 2003 she required transfusion for hemoglobin (Hgb) of 4. 1g/dl. In June, palpitations awakened her. Blood tests revealed Hgb of 5.31g/dl. Patient was transfused 2 units PRBCs and sent home. Two days later, she again awoke tachycardic and was hospitalized. The patient was pale, but in no acute distress. Temperature was 36.1°C, RR 18, BP 115/60, P 100 without orthostasis. She had no rashes, petechiae or scleral icterus. There was a normal S1 S2, without murmur. Bowel sounds were normoreactive. Abdomen was nondistended, soft, nontender, without palpable masses. Rectal exam revealed guaiac positive black stool. White count was 5.3 k/mm3, Hgb and Hct were 8.1 g/dl and 26.0%, respectively, with MCV of 93.5 fl and RDW of 17.5%. Platelets were 243,000 g/mm3. PT/PTT/INR were normal. An upper and lower endoscopy; small bowel series; three bleeding scans; and a capsule endoscopy study were inconclusive. A chest/abdomen/pelvis CT revealed multiple soft tissue masses within the pelvis, one abutting the sigmoid junction and one abutting the upper rectum; multiple pulmonary nodules increased in size from prior CT in 1998; and a leiomyoma of the inferior vena cava (IVC) without invasion of the right atrium. Tissue from the TAH/BSO was retrospectively tested for estrogen (ER) and progesterone (PR) receptors with positive results. Gastrointestinal bleeding progressed to hematochezia. The patient required 22 units of PRBC's. Exploratory laparotomy revealed soft tissue masses entangling and invading both the ileum and the sigmoid colon. Pathology showed multiple benign hemorrhagic degenerating leiomyomata with vascular invasion. Leiomyomatosis is a rare, histologically benign smooth muscle tumor with a tendency to intravascular invasion. It is infrequently associated with life-threatening symptoms. What is unique to our case is the impressive intravascular invasion of the lower GI tract, which has never been reported in the literature, and which resulted in near-exsanguination. The ER/PR positivity of the tissue supports our hypothesis that estrogen therapy resulted in metastatic leiomyomatosis and the rapid invasion of multiple sites including the peritoneum, IVC, lungs, and GI tract.