Inclusion Criteria:

- Patients must have histologically or cytologically confirmed NSCLC.

- Patient must have measurable disease, defined as at least one lesion that can be
accurately measured in at least one dimension (longest diameter to be recorded) as
>20 mm with conventional techniques or as >10 mm with spiral CT scan. See Section 11
for the evaluation of measurable and non-measurable disease.

- Patients must have received at least one previous chemotherapy regimen and have
recurrent or refractory disease.

- Age >18 years. Because no dosing or adverse event data are currently available on
the use of itraconazole in combination with pemetrexed in patients < 18 years of
age, such patients are excluded from this study but will be eligible for future
pediatric phase 2 combination trials.

- Life expectancy of greater than 12 weeks.

- ECOG performance status < 2 (Karnofsky > 60%; see Appendix A).

- Patients must have normal organ and marrow function as defined below:

- leukocyte > 3,000/mcL

- absolute neutrophil count > 1,500/mcL

- platelets > 100,000/mcL

- total bilirubin within normal institutional limits

- AST(SGOT)/ALT(SGPT)< 2.5 X institutional upper limit of normal

- creatinine within normal institutional limits

- creatinine clearance > 60 mL/min/1.73 m2 for patients with creatinine levels
above institutional normal

- 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 and
for the duration of study participation. Should a woman become pregnant or suspect
she is pregnant while participating in this study, she should inform her treating
physician immediately.

- Ability to understand and the willingness to sign a written informed consent
document.

Exclusion Criteria:

- Patients who have had chemotherapy or radiotherapy within 2 weeks prior to entering
the study or those who have not recovered from adverse events due to agents
administered more than 2 weeks earlier.

- Patients may not be receiving any other investigational agents.

- Patients who have received prior pemetrexed chemotherapy.

- Patients with uncontrolled brain metastases. Patients with brain metastases must
have stable neurologic status following local therapy (surgery or radiation) for at
least 2 weeks, and must be without neurologic dysfunction that would confound the
evaluation of neurologic and other adverse events.

- History of allergic reactions attributed to compounds of similar chemical or biologic
composition to itraconazole and pemetrexed or other agents used in the study.

- Itraconazole is a strong CYP3A4 inhibitor and may increase plasma concentrations of
drugs metabolized by this pathway. Coadministration of cisapride, midazolam,
pimozide, quinidine, lovastatin, simvastatin, triazolam, dofetilide, or
levacetylmethadol (levomethadyl) with itraconazole is contraindicated. Patients who
take any of these medications and who are not able to change to an alternative
medication will be excluded. Lists including medications and substances known or
with the potential to interact with the CYP3A4 isoenzymes are provided in Section
7.1.

- 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 itraconazole and pemetrexed are
Class C and D agents, respectively, with the potential for 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 itraconazole and
pemetrexed, breastfeeding should be discontinued if the mother is treated with
itraconazole or pemetrexed. These potential risks may also apply to other agents
used in this study.

- HIV-positive patients on combination antiretroviral therapy are ineligible because of
the potential for pharmacokinetic interactions with itraconazole or pemetrexed. 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.