Cytophagic histiocytic panniculitis is a rare form of panniculitis with its most detrimental phenotype thought to be related to subcutaneous panniculitis-like T cell lymphoma, itself an uncommon malignancy. Here, we describe the case of a 27 year old female of Vietnamese heritage who presented with a six week history of severe periorbital oedema and multiple nodules on her extremities. Her investigations revealed anaemia, neutropenia, mildly altered liver function tests, a weakly positive Coomb's test and a titre of ANA with negative ENA, anti-ds DNA and complements. Skin biopsy was consistent with lupus profundus. Diagnosed with a systemic lupus erythematosus and managed with steroids with partial effect, she was closely followed in the Immunology-Rheumatology clinic. She continued to have deranged liver function tests, anaemia, neutropenia, and a rising ferritin level. Further work up also showed an increased ACE level and a positive myositis specific antibody, anti PL-12. Due to her incomplete response to steroids and a worsening ferritin level, investigations to look for evidence of a macrophage activation syndrome returned with an increased soluble CD25 level. Despite the addition of hydroxycholoroquine and mycophenolate, deterioration of her liver function progressed. An emergent hospital admission for acute onset jaundice and general malaise, found her severely anaemic and coagulopathic with active melaena. A review of her initial skin biopsy was done, this time revealing subtle features consistent with a subcutaneous panniculitis-like T cell lymphoma. An emergency bone marrow biopsy confirmed evidence of haemophagocytosis. T cell gene rearrangements on both bone marrow and skin further supported a diagnosis of a peripheral lymphoma. Within her first 48 hours in hospital she required an admission into ICU, multiple endoscopies, a laparotomy and massive blood transfusions. Initially treated with dexamethasone and etoposide, she was started on cyclophosphamide, doxorubicin, etoposide, vincristine and prednisone with remarkable results.