1) ARDS is caused by direct or indirect lung insults that result in alveolar-capillary membrane failure and is characterized by endothelial and epithelial injury, activation of inflammatory cells and cytokines, and coagulation changes. 2) Multiple pathological processes are involved in ARDS including neutrophil recruitment and activation, release of inflammatory mediators, surfactant dysfunction, and ventilator-induced lung injury. 3) ARDS progresses through exudative, proliferative, and fibrotic phases characterized by hyaline membrane formation, type 2 pneumocyte proliferation, and eventual pulmonary fibrosis if resolution does not occur.