INTRODUCTION: Acute Esophageal Necrosis, the “black esophagus”, is dark pigmentation of the esophagus with histologic mucosal necrosis that presents with symptoms of bleeding from the upper GI tract. AEN itself is not a poor prognostic factor. AEN in combination with multiple comorbidities raises mortality up to 32%. Risk factors include alcohol abuse, advanced age, male gender, advanced malignancies, hypertension, coronary artery disease, renal disease, and diabetes mellitus. CASE DESCRIPTION/METHODS: A 71 yr old male with medical history of CKD4, CAD, HTN, HLD, Barrett’s esophagus, ulcerative esophagitis, and alcohol use presented with hematemesis, abdominal pain, and melena that began three days prior. Patient was hypotensive and tachycardic with a hemoglobin of 4.8g/dL. Pt was administered multiple unity's of pRBCs, IV PPI, IV Octreotide, and IV fluid resuscitation. Due to hemodynamic compromise, a left IJ CVC was placed and vasopressors started. The GI team was consulted. Emergent EGD revealed circumferential esophagitis with ulcerations, adherent clots, and large areas of black mucosal discoloration. Broad spectrum antimicrobials initiated. A gastrograffin study was obtained without extravasation noted. Patient was diagnosed with pyelonephritis and transitioned to culture sensitive antimicrobial therapy; still requiring vasopressors and blood products due to multifactorial shock. Given severity of illness and grim prognosis, the patient’s family elected for comfort care. DISCUSSION: AEN is a rare condition with an etiology thought to be multifactorial-to a low flow state from watershed distribution and corrosive injury from gastric contents due to esophagogastroparesis and gastric outlet obstruction resulting in decreased function of mucosal barrier systems and impairment of repairing mechanisms. Visualization via EGD of circumferential black mucosal necrosis with an abrupt stop at the GE junction is diagnostic. If circumferential necrosis is seen, immediate withdrawal of the scope should be performed. In patients with patchy necrosis, the clinician may be able to continue with endoscopy. Treatment is supportive with IVFR, IV PPIs, blood transfusions, carafate, and most importantly treatment of the underlying disease state. Complications include esophageal perforation, mediastinal infections with abscesses, esophageal strictures, esophageal stenosis, and death. General Surgery should be consulted for possible intervention. After the patient exhibits improvement, repeat endoscopy should be performed.