Acute lung injury (ALI) and acute respiratory distress syndrome (ARDS) in acute pancreatitis still represents a substantial problem, with a mortality rate in the range of 30%-40%. The present review evaluates underlying pathophysiological mechanisms in both ALI and ARDS and potential clinical implications. Several mediators and pathophysiological pathways are involved during the different phases of ALI and ARDS. The initial exudative phase is characterized by diffuse alveolar damage, microvascular injury and influx of inflammatory cells. This phase is followed by a fibro-proliferative phase with lung repair, type II pneumocyte hypoplasia and proliferation of fibroblasts. Proteases derived from polymorphonuclear neutrophils, various pro-inflammatory mediators, and phospholipases are all involved, among others. Contributing factors that promote pancreatitis-associated ALI may be found in the gut and mesenteric lymphatics. There is a lack of complete understanding of the underlying mechanisms, and by improving our knowledge, novel tools for prevention and intervention may be developed, thus contributing to improved outcome.