Despite recent publications indicating billowing (aneurysmal degeneration of the outer fabric material manifesting as a bulging sac of contained contrast due to weakening of the fabric material between the metal struts) as a benign finding, we present a unique case of billowing that resulted in aneurysmal rupture with the AFX2® stent-graft (Endologix, Inc., Irvine, CA). AFX2® consists of an inner metallic endoskeleton with multiple metallic struts covered by a polytetrafluoroethylene graft fabric (PTFE). It allows for the flow of blood or contrast beyond the border of the metallic endoskeleton without evidence of endoleak or rupture secondary to the outer cover being anchored to the endoskeleton with polypropylene sutures only at the proximal and distal ends. Our report raises the concern that although billowing may be a relatively common manifestation with Endologix stent-grafts, clinicians have to be diligent as the phenomenon may progress to AAA rupture.