Acute lung injury (ALI) and acute respiratory distress syndrome (ARDS) are common causes of morbidity and mortality in the intensive care unit. ALI/ARDS occurs as a result of systemic inflammation, usually triggered by a microorganism. Activation of leukocytes and release of proinflammatory mediators from multiple cellular sources result in both local and distant tissue injury. Tumor necrosis factor-alpha and interleukin-1 beta are the best characterized of the proinflammatory cytokines contributing to ALI/ARDS and subsequent fibrosis. The ultimate clinical course of ALI/ARDS often is determined by the ability of the injured lung to repopulate the alveolar epithelium with functional cells. Death may occur when fibrosis predominates the healing response, as it results in worsening lung compliance and oxygenation. The rodent bleomycin model of lung fibrosis allows the use of molecular tools to dissect the cellular and subcellular processes leading to fibrosis. The elements of this response may provide therapeutic targets for the prevention of this devastating complication of ALI/ARDS.