The critically ill patient who requires anesthesia is frequently a concern for the anesthesiologist. In addition to having potential hemodynamic lability and coagulopathy, the critically ill patient frequently experiences profound respiratory failure. The approach to the patient requiring advanced ventilatory support requires an understanding of respiratory failure, the pathophysiology causing respiratory failure and hypoxia, the physiology of mechanical ventilation and the advanced modes of ventilation available in the intensive care unit (ICU). This article discusses the basic definitions of hypoxia and common pathologic states, reviews the physiology of mechanical ventilation and advanced forms of ventilation available in the ICU, and concludes with recommendations for the management of patients with severe respiratory failure when they are taken to the operating room.