Inclusion Criteria:

- a histologic or cytologic diagnosis of advanced NSCLC (Stage IV from the American
Joint Committee on Cancer Staging Criteria (AJCC) staging system, version 7.0,
including both M1a and M1b), other than predominantly squamous cell histology, that
is not amenable to curative therapy. Patients may not have received any prior
systemic chemotherapy, immunotherapy, targeted therapy, or biological therapy,
including adjuvant therapy, for any stage of NSCLC.

- prior radiation therapy is allowed to < 25% of the bone marrow; however, prior
radiation to the whole pelvis not allowed.

- good performance status

- adequate organ function

- estimated life expectancy of at least 12 weeks.

Exclusion Criteria:

- known central nervous system (CNS) disease, other than treated brain metastasis.

- major surgical procedure, open biopsy, open pleurodesis, or significant traumatic
injury within 28 days prior to study or have an anticipated need for major surgery
during the study.

- core biopsy or other minor surgical procedure, excluding placement of vascular access
device, closed pleurodesis, thoracentesis, and mediastinoscopy, within 7 days prior
to study.

- history of gastrointestinal fistula, perforation, or abscess, inflammatory bowel
disease, or diverticulitis.

- currently receiving ongoing treatment with full-dose warfarin or equivalent

- significant vascular disease within 6 months prior to Day 1 of Cycle 1.

- evidence of bleeding diathesis or coagulopathy.

- serious concomitant systemic disorder that, in the opinion of the investigator, would
compromise the patient's ability to adhere to the protocol.

- serious cardiac condition, such as myocardial infarction, angina, or heart disease.

- inadequately controlled hypertension

- any prior history of hypertensive crisis or hypertensive encephalopathy.

- serious, nonhealing wound, active ulcer, or untreated bone fracture.

- another active malignancy, other than superficial basal cell and superficial squamous
(skin) cell, or carcinoma in situ of the cervix within the last 5 years.

- previously received treatment with paclitaxel, carboplatin, pemetrexed, or
bevacizumab (prior intravitreal administration of bevacizumab does not preclude study
participation).

- pregnant or breast-feeding.

- history of stroke or transient ischemic attack within 6 months prior to study.

- known sensitivity to any component of paclitaxel, carboplatin, pemetrexed, or
bevacizumab.

- history of hemoptysis within 3 months prior to randomization.

- unable to interrupt aspirin or other nonsteroidal anti-inflammatory drugs (NSAIDs)

- unwilling to take folic acid or vitamin B12 supplementation.

- clinically significant third-space fluid collections, for example, ascites or pleural
effusions that cannot be controlled by drainage . Patients with M1a disease with
pleural effusions are eligible if the effusions can be adequately controlled.