Inclusion Criteria:

- In the dose-escalation cohorts: patients must have histologically confirmed
malignancy that is metastatic or unresectable and for which standard curative or
palliative measures do not exist or are no longer effective; in the MTD expansion
cohort: patients must have histologically or cytologically confirmed extensive-stage
small cell lung cancer

- Patients must not have received prior therapy that inhibits the B-cell lymphoma 2
(Bcl-2) family

- Patients with small cell lung cancer may have received prior prophylactic cranial
irradiation

- Prior whole brain radiotherapy allowed for patients with brain metastases provided
they have stable/improved lesions for at least 1 month following treatment, no
neurological symptoms and not require corticosteroids; an magnetic resonance imaging
(MRI) of the brain or computed tomography (CT) scan of the head must be performed at
baseline if patient has a history of brain metastases

- Eastern Cooperative Oncology Group (ECOG) performance status =< 2 (Karnofsky >= 60%)

- Life expectancy of greater than 12 weeks

- Leukocytes >= 3,000/mcL

- Absolute neutrophil count >= 1,500/mcL

- Platelets >= 100,000/mcL

- Total bilirubin < 1.5 mg/dL

- Aspartate aminotransferase (AST) (serum glutamic oxaloacetic transaminase
[SGOT])/alanine aminotransferase (ALT) (serum glutamic pyruvate transaminase [SGPT])
=< 2.5 x institutional upper limit of normal

- Serum creatinine < 1.5 x institutional upper limit of normal OR

- Creatinine clearance >= 45 mL/min/1.73 m^2, as calculated by Cockroft-Gault formula,
for patients with creatinine levels above institutional normal; a 24 hour urine
collection and creatinine clearance can be measured if indicated

- The effects of AT-101 on the developing human fetus are unknown; for this reason and
because other therapeutic agents used in this trial are known to be teratogenic,
women of child-bearing potential and men must agree to use adequate contraception
(hormonal or barrier method of birth control; abstinence) prior to study entry, for
the duration of study participation, and for at least one month following the last
dose of AT-101; should a woman become pregnant or suspect she is pregnant while
participating in this study, she should inform her treating physician immediately

- Patients should display the ability to understand and the willingness to sign a
written informed consent document

- Female patients of child bearing potential must not be pregnant

- Patients must have measurable or evaluable disease

Exclusion Criteria:

- Patients without small cell lung cancer who have had chemotherapy, radiotherapy or
hormonal therapy within 4 weeks (6 weeks for nitrosoureas or mitomycin C) prior to
entering the study or those who have not recovered (=< grade 1) from clinically
significant adverse events due to agents administered more than 4 weeks earlier;
prior treatment with a platinum-based chemotherapy regimen in combination with
thoracic radiation therapy is allowed for patients with ES-SCLC provided that
recurrence of the SCLC occurred more than 6 months from definitive therapy for
limited-stage small cell lung cancer; no other prior chemotherapy is allowed for the
patients with ES-SCLC

- Failure to recover fully (as judged by the investigator) from prior surgical
procedures

- Concurrent treatment with an investigational agent other than the investigational
agent(s) used in this study OR treatment within 4 weeks of study entry with any
investigational agent(s) or device(s)

- Any prior use of racemic gossypol or AT-101

- History of allergic reactions attributed to compounds of similar chemical or biologic
composition to AT-101 or other agents used in study

- Requirement for routine use of hematopoietic growth factors (including granulocyte
colony stimulating factor, granulocyte macrophage colony stimulating factor, or
interleukin-11) or platelet transfusions to maintain absolute neutrophil counts or
platelets counts above the required thresholds for study entry; if patient requires
routine use of erythropoietin, eligibility at investigator discretion

- Any condition (e.g., gastrointestinal tract disease resulting in an inability to take
oral medication or a requirement for IV alimentation, prior surgical procedures
affecting absorption, or active peptic ulcer disease) that impairs their ability to
swallow and retain AT-101 tablets

- Patients with malabsorption syndrome, disease significantly affecting
gastrointestinal function, or resection of the stomach or small bowel are excluded;
subjects with ulcerative colitis, inflammatory bowel disease, or a partial or
complete small bowel obstruction are also excluded

- Uncontrolled intercurrent illness including, but not limited to, ongoing or active
infection, symptomatic congestive heart failure, unstable angina pectoris, cardiac
arrhythmia, or psychiatric illness/social situations that would limit compliance with
study requirements

- Pregnant women are excluded from this study because the effects of AT-101 on the
developing human fetus are unknown, but could potentially include teratogenic or
abortifacient effects; because there is an unknown but potential risk for adverse
events in nursing infants secondary to treatment of the mother with AT-101,
breastfeeding should be discontinued if the mother is treated with AT-101; these
potential risks may also apply to other agents used in this study

- Human immunodeficiency virus (HIV)-positive patients on combination antiretroviral
therapy are ineligible because of the potential for pharmacokinetic interactions with
AT-101 or other agents used in this study; in addition, these patients are at
increased risk of lethal infections when treated with marrow-suppressive therapy;
appropriate studies will be undertaken in patients receiving combination
antiretroviral therapy when indicated

- Patients with > grade 2 symptomatic hypercalcemia (based on investigator discretion)