88 y/o male in nursing home with history of COPD and respiratory failure. In respiratory failure upon our arrival. Eyes open, mouth wide open, accessory muscles in use. No verbal communication, only fixed focused gaze. Slight eye movement towards me (can't even be certain) when I spoke his name. SpO2 reads 67%. Audible, without stethescope, fluid in lungs. No history of CHF, lower extremities without edema. We are told they gave him a DuoNeb approximately 10 minutes prior to our arrival. Stated he was having some difficulty breathing all morning (current time 11:25am). They also stated that he had vomited. Communicated to incoming engine company to prepare for RSI. Simultaneously placed EtCO2, non-rebreather and monitor and transferred to cot. Respiratory rate was 25, pulse 124. EtCO2 reads 31. BP 152/74 automated cuff. By the time we got to the ambulance (approximately 3 minutes), there was obvious change in mental status. Color became grey, eyes open and rolled backwards. RSI without difficulty and suction immediately. Approximately 30cc of cloudy white liquid, not pink, not frothy, (Ensure????) was suctioned from the lungs. Color improved, SpO2 up to 97%. Heart rate still tachycardic at 130, EtCO2 41. BP 127/67. I have been taught to intubate as a last resort in elderly patients with pulmonary disease, due to the dependence of the ventilator for respiratory drive. I was reluctant to place this patient on CPAP due to the suspicion of foreign contents in his lungs. Was I right in my thinking? As it turns out, his mental status would not have allowed for CPAP.