This is the case of a 60 year old female with long-standing achalasia of seven years who had been treated with multiple dilations in the early years of her disease and then remained asymptomatic until recently. She returned to her gastroenterologist in 2003 with complaints of worsening dysphagia and, interestingly, a weight gain of 100 pounds since her last visit. She was sent for a barium esophagram, an upper endoscopy, and esophageal manometry. The esophagram revealed a dilated esophagus with mild stricture at the gastroesophageal junction and decreased motility of the esophageal body. There was some mucosal irregularity, which prompted the upper endoscopy. Biopsy revealed mild esophagitis, consistent with reflux. Esophageal manometry confirmed the presence of achalasia, with an elevated lower esophageal sphincter pressure (LES), 60% relaxation, and decreased peristalsis of the esophageal body. The patient was 61.5 inches tall, weighing 248 pounds (MBM=47). She had the comorbid conditions of hypertension, type II diabetes mellitus, gastroesophageal reflux disease, degenerative joint disease, and hypercholesterolemia. She met criteria to be evaluated for surgical treatment of her morbid obesity. However, the presence of achalasia provided an interesting surgical dilemma. The patient underwent a combined laparoscopic Heller myotomy and Roux-en-Y gastric bypass in January 2004. Achalasia is the incomplete relaxation of the LES, demonstrated by an elevated resting pressure. Progressive achalasia produces worsening dysphagia, which is generally associated with weight loss in most patients. The simultaneous occurrence of achalasia and morbid obesity is rare and provides a challenging dilemma when evaluating a patient for the surgical management of morbid obesity. The surgical therapy of the morbid obesity may be harmful if the achalasia were left untreated. Recent reviews of the literature confirm the rare association of morbid obesity and achalasia, and the need to identify both conditions preoperatively. The mechanism of the obesity in light of achalasia is speculated to the results of sweets-eating behavior. Technical issues to be addressed are stage versus combined procedure, with the concern for placing myotomy proximal to a relatively obstructing gastrojejunal anastomosis. The pouch size may need to be adjusted to allow for sufficient tissue between the myotomy and the anastomosis. Our early experience with this limited number of patients shows that laparoscopic Heller myotomy and Roux-en-Y gastric bypass can be technically combined without compromising either procedure or the weight loss result. The combination of morbid obesity and achalasia remains rare. More study will need to be performed to determine if combined procedures are warranted.