The prevalence of Class III Obesity (BMI ≥ 40 kg/m25) in black women is 18%, three times the 6 national average. Class III obesity is associated with mobility limitations, particularly hip joint 7 deterioration. Therefore black women are highly likely to come to the attention of orthopedic 8 surgeons. Weight loss associated with bariatric surgery should lead to enhanced success of hip 9 replacements. However, we present a case of a black woman who underwent Roux-en-y gastric 10 bypass with the expectation that weight loss would improve her ambulation and if necessary 11 make her a better surgical candidate for hip replacement. Her gastric bypass was successful as her BMI declined from 52.0 kg/m2 to 33.7 kg/m212. However, her hip circumference post weight 13 loss remained persistently high. As a consequence, the soft tissue tunnel geometry presented 14 major challenges. The tunnel depth as well as the immobility of the soft tissue envelope 15 interfered with retractor placement, tissue reflection and adequate surgical access to the 16 acetabulum. Therefore a traditional cup placement could not be achieved. Instead, a 17 hemiarthroplasty was performed. Her pre-surgery Harris Hip Score was 17.0. In the first few 18 months post surgery there were improvements, specifically a decrease in pain and a decreased 19 reliance on external support. But her overall functional independence never improved. This case 20 is presented to raise awareness that improved BMI category post bariatric surgery is not 21 sufficient to guarantee that orthopedic risks have been minimized. Overall, weight loss does 22 improve both the metabolic profile and anesthesia risk, but the success rate of total hip 23 arthroplasties will be low if fat mass (i.e. high hip circumference) in the operative field remains 24 high. We are now repeatedly recognizing this problem but are not finding any case reports on 25 this issue. Therefore we provide a practical approach to evaluate these patients and describe 26 ways we have found to successfully address intra-operative challenges