A 62-year-old female with past medical history of recent COVID-19 infection, diabetes, B-12 deficiency, and breast cancer presented with nausea, blurry vision, and dysarthria. CT head and CTA head/neck were normal. MRI brain without contrast showed abnormal signal in the midbrain and pons. She was initially treated as suspected Wernicke's with minimal improvement. Repeat MRI brain with contrast one week later showed progression of hyperintensity within the brainstem. She developed worsening encephalopathy, bilateral ptosis with ophthalmoplegia, dis-conjugate gaze, diminished left-sided sensation, and scanning dysarthria. She was treated with high dose steroids with minimal response. She continued to test positive for COVID-19 despite infection one month prior. Repeat MRI brain 2 weeks later showed continued progression of signal abnormality in brainstem and right cerebellum. MRI Spectroscopy showed reduced N-acetyl aspartate peak with elevated choline and creatinine peaks, inconsistent with malignancy. MRI of the spinal axis was normal. Lumbar puncture showed elevated protein and myelin basic protein. CSF NMO/AQ4-IgG, paraneoplastic, and autoimmune panel were negative. Given progression of symptoms, she underwent plasmapheresis with notable improvement overtime. She was eventually discharged to a rehab.