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Re-expansion pulmonary edema is defined as pulmonary edema that occurs when a chronically collapsed lung rapidly re-expands, most commonly following chest tube placement for pneumothorax, re-expansion of severe atelectasis, and evacuation of pleural effusion. Though it is very rare, the sudden onset and clinical features of re-expansion pulmonary edema make it a lethal complication that requires urgent treatment. We present a 60-year-old patient who underwent an aortic valve replacement with pre-existing large bilateral pleural effusions. Intraoperatively, upon evacuation of the pleural effusions, the patient developed worsening lung compliance, refractory hypoxemia, and hypercapnia that required emergent veno-venous extracorporeal membrane oxygenation support.