Facilitated intubation (FI) refers to intubation performed using a sedative or anesthetic drug as an induction agent, without the use of a paralytic (neuromuscular blocking agent). In comparison, rapid sequence intubation (RSI) employs both an induction agent and a paralytic drug. RSI has been seen to outperform FI in terms of first-pass success when performing direct laryngoscopy and was quickly adopted as the gold standard in all situations. Recently, ketamine-only intubation has been used in situations where there is distorted anatomy or apnea intolerance (physically and physiologically difficult airways) resulting in an increased risk of a can't intubate/can't oxygenate scenario or significant hypoxemia. Frequent and recurring national ketamine shortages have resulted in renewed interest in whether or not other forms of FI are feasible in an era where other factors that mitigate complictions in achieving first-pass success (video laryngoscopy, bougie use, semi-Fowler positioning) are commonly used. We present a case series with outcomes for profoundly hypoxic patients with coronavirus disease 2019 (COVID-19) (physiologically difficult airways) undergoing FI during a time of national ketamine shortage, using modern techniques and technology to maximize first-pass success and minimize peri-intubation complication. We included patients with COVID-19 pneumonia with pre-intubation oxygen saturations of less than 80% (significant hypoxemia) requiring intubation who presented to a tertiary care center in southern United States between August 25, 2021, and October 22, 2021.In this specific cohort, patients underwent endotracheal intubation with midazolam for induction without the use of paralytic agents.We used video-assisted laryngoscopy to increase the success of the first-pass attempt as well as placing the patients in a semi-Fowler position (head of bed elevation 30-45°) and bilevel positive pressure pre-oxygenation to minimize peri-intubation complications. Our case series included 29 consecutive patients that met the inclusion criteria.The mean ± standard deviation (SD) age of the patients was 49.5±15.0 years. The mean±SD pre-intubation oxygenation of our cohort was 73.1±5.9%.All 29 intubations were successful on the first-pass attempt.Only one patient (3.4%) required a rescue paralytic to facilitate oral opening. Of note, 27/29 (93%) of the patients did not receive any immunizations (including partial) for COVID-19.There were no incidents of peri-intubation arrest (cardiac arrest within 30 minutes of induction) or aspiration. In 29 physiologically difficult patients with acute respiratory failure, in whom the physician determined that RSI posed a higher than normal risk, FI assisted by VL, semi-Fowler positioning, and bilevel positive pressure pre-oxygenation resulted in excellent successful first-pass intubation rates without any incidencesof peri-intubation arrestor aspiration.While this cohort was small, our study reveals that FI with midazolam does not likely pose a higher risk than ketamine-only intubationand warrants further study.