Dyspnea in the elderly can be due to a wide array of pathologies. We discuss a case of an elderly gentleman with an extensive cardiovascular history presenting with acute worsening of chronic dyspnea. Because of persistent respiratory distress unresponsive to standard therapy for congestive heart failure, chronotropic insufficiency, and pulmonary hypertension, further evaluation was undertaken which revealed that diaphragmatic weakness was the etiology of his respiratory failure. EMG and muscle biopsy confirmed the diagnosis of inclusion body myositis (IBM).