Inclusion Criteria

- INCLUSION CRITERIA:

- Patients must have histologically documented metastatic or unresectable non-small
cell lung cancer, head and neck cancer, urothelial transitional cell carcinoma, or
breast cancer whose disease has progressed after at least one line of standard
therapy.

- Patients with solid tumors (non-small cell lung cancer, head and neck cancer,
urothelial transitional cell carcinoma, and breast cancer) 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 greater than or equal to 20 mm
with conventional techniques or as greater than or equal 10 mm with spiral CT scan.
Patients with the above tumor types whose disease is limited to the skin are eligible
at the discretion of the PI and must have a physical exam with documentation of skin
lesion(s) by color photography, including a ruler to estimate the size of the
lesion(s).

- Diagnosis of malignancy must be confirmed by the department of pathology at the
institution where the patient is enrolled prior to patient enrollment.

- Any prior therapy must have been completed greater than or equal to 4 weeks prior to
enrollment on protocol and the participant must have recovered to eligibility levels
from prior toxicity. Patients should be at least six weeks out from nitrosoureas and
mitomycin C. Prior radiation should have been completed greater than or equal to 4
weeks prior to study enrollment and all associated toxicities resolved to eligibility
levels. Patients must be greater than or equal to 2 weeks since any investigational
agent administered as part of a Phase 0 study (also referred to as an "early Phase I
study" or "pre-Phase I study" where a sub-therapeutic dose of drug is administered)
at the PI's discretion, and should have recovered to eligibility levels from any
toxicities.

- Age greater than or equal to 18 years. Because no dosing or adverse event data are
currently available on the use of FdCyd and THU in patients less than 18 years of
age, children are excluded from this study, but may be eligible for future pediatric
Phase I combination trials.

- Karnofsky performance status greater than or equal to 60%.

- Life expectancy of greater than 3 months.

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

- absolute neutrophil count greater than or equal to 1,500/mcL

- platelets greater than or equal to 100,000/mcL

- total bilirubin less than 1.5 times institutional upper limit of normal

- AST(SGOT)/ALT(SGPT) less than or equal to 2.5 times institutional upper limit of
normal

- creatinine less than 1.5 times institutional upper limit of normal

OR

--creatinine clearance greater than or equal to 60 mL/min for patients with creatinine
levels above 1.5 times institutional upper limit of normal.

- Because FdCyd has been shown to be teratogenic in animals, pregnant women will be
excluded from this trial. Nursing women are also excluded, as there is an unknown but
potential risk for adverse events in nursing infants secondary to treatment of the
mother with FdCyd. Women of child-bearing potential and men must agree to use
adequate contraception (hormonal or barrier method of birth control; abstinence) for
the duration of study participation, and for 3 months after completion of study.
Should a woman become pregnant or suspect she is pregnant while she or her partner is
participating in this study, she or her partner should inform the treating physician
immediately.

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

- Patients should not be receiving any other investigational agents.

EXCLUSION CRITERIA:

-Patients with clinically significant illnesses which would compromise participation in
the study, including, but not limited to: active or uncontrolled infection, immune
deficiencies or confirmed diagnosis of HIV infection, active infection with Hepatitis B or
Hepatitis C,

uncontrolled diabetes, uncontrolled hypertension, symptomatic congestive heart failure,
unstable angina pectoris, myocardial infarction within the past 6 months, uncontrolled
cardiac arrhythmia; or psychiatric illness/social situations that would limit compliance

with study requirements.

-History of allergic reactions attributed to fluoropyrimidines (e.g., capecitabine,
fluorouracil, fluorodeoxyuridine) or tetrahydrouridine.