GI bleeding from isolated proximal esophageal varices, known as downhill varices, is a rare phenomenon comprising about 0.1% of all esophageal variceal bleeding. Superior vena cava (SVC) obstruction can impair systemic venous return and lead to the development of proximal esophageal collateralization resulting in varices. While most cases of downhill varices occur due to malignant SVC obstruction, benign causes have been reported. We describe an unusual case of benign high-grade SVC obstruction resulting in brisk downhill variceal bleeding. A 34 year-old woman with systemic lupus erythematosus complicated by ESRD requiring hemodialysis presented with large-volume hematemesis and melena. The patient had a similar presentation 16 months prior and had undergone EGD showing an actively bleeding Mallory Weiss tear and prominent proximal esophageal veins. Physical exam was notable for multiple tortuous and dilated superficial veins throughout abdomen. Urgent EGD was performed revealing grade II esophageal varices isolated to the proximal third of the esophagus with a fibrin plug. Band ligation was successfully performed. On further history, the patient revealed that over the last year she has had 9 right internal jugular central dialysis catheter placements due to repeated catheter thrombosis. A chest CT was obtained and demonstrated a high-grade short segment stenosis of the lower SVC with numerous prominent collateral vessels along the mediastinum and chest wall. The patient subsequently underwent angiography with balloon dilation and stent placement, with dramatic improvement in her physical exam findings of dilated abdominal wall veins within 24 hours. She has had no further GI bleeding. This is a rare case of hemodialysis catheter-associated SVC obstruction leading to proximal esophageal variceal bleeding in a young patient without mediastinal malignancy. Treatment for SVC obstruction varies based on the etiology and can include treating the primary malignancy, thrombolysis, balloon dilation and/or stent placement in cases of benign stenosis. Downhill variceal bleeding should be considered in patients presenting with upper GI bleeding with established or suspected SVC obstruction. Endoscopists must carefully examine the proximal esophagus and consider prophylactic intubation for airway protection. If isolated proximal esophageal varices are incidentally identified, contrast enhanced imaging of the chest is indicated to evaluate for SVC obstruction.