Subcutaneous emphysema is an uncommon complication of conditions commonly encountered in emergency medicine, including pneumothoraces, respiratory system trauma, and soft tissue infections. We present a case of a patient with massive subcutaneous emphysema leading to neck and facial swelling, with airway compromise and loss of anatomic landmarks for airway management. Chest radiography showed a 10% pneumothorax. Subcutaneous emphysema of the thorax and neck was noted, but it was causing no symptoms. However, over the next two days, the subcutaneous emphysema worsened, involving the face, arms and abdomen. Despite an increase in the suction to 10 kPa, the patient was uncomfortable and had an obvious rise in the pitch of his voice. The pneumothorax was unaltered. On the third postoperative night he became acutely distressed and had first a respiratory arrest then a cardiac arrest. Initial attempts at intubation failed because of vocal cord and soft-tissue swelling (seen at laryngoscopy), but cricothyroidotomy allowed ventilation to be established. After resuscitation he was successfully intubated by the orotracheal route. At this point he had massive subcutaneous emphysema extending from his face to his lower extremities and scrotum (Figure 1). The pneumothorax remained small. Two further intercostal drains were inserted and connected to suction. A substantial air-leak continued for three days and the subcutaneous emphysema persisted. The patient was transferred to the regional cardiothoracic unit. At right thoracotomy, an air-leak was identified from the staple-line on the lung, which was considerably diseased. A right upper lobectomy was performed. Postoperatively there was no further air-leak and the lung expanded well. The subcutaneous emphysema resolved over several days and the patient recovered well.