Acute esophageal necrosis (AEN) also known as black esophagus due to its appearance on endoscopy classically involves the distal esophagus. AEN affecting the mid esophagus with sparing of the distal esophagus is rare and usually occurs in patients with thoracic aortic aneurysmal rupture or aortic dissection. Here we report a case of AEN in a patient with an unruptured and undissected thoracic aorta aneurysm (TAA). A 79-year-old female presented to ER with near syncope. She denied chest pain or gastrointestinal symptoms. She had a history of HTN and TAA, 5.5 cm in size, previously diagnosed and scheduled for repair. Her vital signs were stable with BP of 122/62 mmHg and pulse 81 bpm. Her initial laboratory studies were stable, and only d-dimer was elevated to 2049. Chest CT angiogram revealed an acute bilateral pulmonary embolism (PE) with stable TAA and mural thrombus in descending thoracic aorta. Right heart strain was revealed by echocardiogram and she was started on heparin. On day 2, patient went into acute hypoxemic respiratory failure requiring intubation. As she subsequently developed shock, pressors were initiated. On day 5, melena and bloody gastric residue was found, and hemoglobin declined from 12.2 g/dL to 7.7 g/dL. Heparin was stopped, 2 units of blood were transfused and an IVC filter was placed. Upper endoscopy revealed extensive, circumferential deep ulceration in mid-esophagus with wall irregularity and black discoloration likely esophageal necrosis (figure 1 & 2). Distal esophagus, GE junction, stomach and duodenum appeared normal. Patient was managed supportively with NPO, PPI, fluids and pressors. While her hemoglobin stabilized, patient went into pulseless electrical activity on day 23 and died after unsuccessful resuscitation. We postulate that extrinsic compression of the esophageal wall by the thoracic aortic aneurysm and the intramural thrombus resulted in obstruction of the esophageal blood vessels arising from the descending aorta which supply the mid-esophagus leading to ischemia which was worsened by the hypotension caused by PE.AEN in the setting of a thoracic aortic aneurysm can occur without rupture or dissection.Figure: Endoscopic Images showing extensive circumferential esophageal ulcerations with blackish discoloration.Figure: Endoscopic Image showing friable esophageal mucosa, mucosal separation with out active bleeding.Figure: Sagittal section of CT Angiogram of chest showing thoracic aorta aneurysm of approx. 5.5 cm size causing extrinsic compression at mid esophageal level (green arrow) along with intramural thrombus in thoracic aorta (red arrow head).