A 59-year-old woman with known stage 3 chronic lymphocytic leukemia (CLL) presented with increasing lymphocytosis and progressive cytopenias. Full blood count revealed hemoglobin 8.9 g/dL, WBC count 13.3 ϫ 10 9 /L, neutrophil count 1.8 ϫ 10 9 /L, lymphocyte count 11.0 ϫ 10 9 /L, and platelets 101 ϫ 10 12 /L. Bone marrow examination (Fig 1A, hematoxylin and eosin [HE] stain) was consistent with disease progression, showing markedly hypercellular bone marrow resulting from interstitial infiltrate of CLL cells coexpressing CD20, CD79a, CD19, CD5, and CD23. Previous treatments included single-agent chlorambucil 7 years before and single-agent fludarabine 5 years before. Therefore, she was administered fludarabine and cyclophosphamide chemotherapy and received her first cycle without complications.After the initial cycle of chemotherapy, the patient was admitted with febrile neutropenia. Broad-spectrum antibiotics were administered. An infection screen, including blood, urine, and sputum cultures and a viral nasal swab, was negative. The patient remained pancytopenic 25 days after chemotherapy, so subcutaneous granulocyte colony-stimulating factor was commenced. On the presumption that the cytopenia represented either ongoing disease or delayed marrow recovery after chemotherapy, a trephine biopsy was performed, which demonstrated markedly hypercellular bone marrow (Fig 1B, HE stain) resulting from a prominent population of CD68ϩ macrophages arranged in sheets (Fig 2A, CD68 stain). There was evidence of phagocytic activity in some areas, consistent with a hemophagocytic syndrome. A minor component of residual CLL infiltration also remained.In light of these findings, additional investigations were performed. Serum ferritin was 12,000 g/L (normal range, 18 to 360 g/L); fibrinogen, 2.3 g/L (normal range, 1.5 to 4.0 g/L); triglycerides, 2.59 mmol/L (normal range, 1.7 to 2.25 mmol/L); and lactate dehy-