A 52-year-old woman presented to the emergency department with altered mental status. She had been diagnosed with AIDS 9 months earlier when she presented with oral thrush, weight loss, and wasting. At that time her CD4 count was 4 cells/cu mm. She was started on combined antiretroviral therapy, but stopped it 3 months before presentation. On examination, she was afebrile with a supple neck. She was unable to follow simple commands or answer questions. She withdrew all limbs to pain and exhibited normal limb strength and tone. Muscle stretch reflexes were symmetric and 1+ and bilateral Babinskis were noted. Laboratory studies showed a slight leukocytosis at 12,100 cells/cu mm with normal differential. Serum sodium was 124 mEq/L. Drug screen was negative, and she failed to respond to D50 or naloxone. A CT scan was negative, but cranial MRI revealed hyperintense signal abnormalities on T2-weighted image and FLAIR in the midbrain, thalamus, and left internal capsule. Leptomeningeal enhancement that predominated around the brainstem was observed. Diffusion-weighted imaging and apparent diffusion coefficient mapping in these regions was consistent with acute infarction. CSF examination showed 58 WBCs/cu mm (79% lymphocytes, 4% monocytes, and 17% polymorphonuclear cells), CSF/serum glucose of 19/82 mg/dL, protein 98 mg/dL, negative cultures, strongly positive India ink, and positive Cryptococcal antigen. This patient illustrates the potential for basilar meningitis, in particular cryptococcal meningitis and tuberculosis, to be associated with cerebral infarction. In one study of stroke and TIAs in AIDS, 40% of infarcts and 8% of TIAs were associated with cryptococcal meningitis (Engstrom et al 1989).