Whipple's disease is a rare infection of the gastrointestinal tract caused by the actinomycete Tropheryma whippelii.It most commonly presents with arthralgia, abdominal pain, diarrhoea and weight loss. Invasion of the bacterium through the gastrointestinal mucosa leads to small intestinal villus blunting and malabsorption. Diagnosis is made by histological examination of small bowel biopsies. We report the case of a 78 year old gentleman who had a two year history of fleeting joint pain and multiple hospital admissions for varying symptoms. He was treated with antibiotics for a chest infection with improvement only to present again after 1 year with anorexia, fatigue, blackish loose stools and epigastric pain. Microscopic examination of duodenal biopsies showed a stunted villous architecture and expansion of the lamina propria by foamy macrophages. These expressed CD68 and cytoplasmic contents were strongly PAS positive, consistent with a diagnosis of Whipple's disease. He was started on intravenous ceftriaxone and a prolonged course of oral co-trimoxazole (at least 1 year) with marked clinical improvement. In retrospect, the previous year's admissions might have also been due to Whipple's disease but since he did not have the full course of the appropriate treatment he relapsed. Whipple's disease is a difficult diagnosis to make because of the variety of clinical symptoms and the long time span between the initial unspecific symptoms (the prodromal stage) and the full-blown clinical picture of the illness (the steady-state stage). It may be misdiagnosed with a non-infectious rheumatic illness and may be fatal if untreated.