Inclusion Criteria:

- Patients must have histologically documented advanced or metastatic adenocarcinoma of
the rectum, T3 or T4, N any, M0 or M1. Patients must have available and identified
tissue for immunohistochemical analysis and agree to submit it for the correlative
endpoints. When available, formalin-fixed,paraffin-embedded tissue from previous
biopsy or surgical resection will suffice.

- Patients must measurable disease as defined by the RECIST criteria as at least one
lesion that can be accurately measured in at least one dimension (longest diameter to
be recorded) as ≥ 20mm with conventional techniques on either CT, MRI, or EUS.
marker (CEA) elevation alone is in sufficient for entry.

- Patients may have had prior adjuvant treatment of rectal cancer. The prior treatment
regimen must not have included bevacizumab but may have included oxaliplatin and the
last dose of chemotherapy must have been > 6 months prior to study entry. Patients
with prior radiotherapy are acceptable. It must be at least 2 weeks since
administration of radiation therapy and all signs of toxicity must have abated.

- Patients with prior malignancies other than colorectal cancer are allowed, provided
they have been treated with curative, intent, and have no evidence of recurrence of
that malignancy.

- Patients must be age 18 years or older.

- Patients must have an ECOG performance status of 0-1.

- The following required required Initial Laboratory Values should be obtained within 4
weeks of the start of treatment:

Granulocytes ≥ 1,500/ml Platelet Count ≥ 100,000/ml Creatinine ≤ 1.5 x upper limit of
normal Bilirubin ≤ 1.5 x upper limit of normal AST ≤ 5 x upper limit of normal Urine:
Urine protein: creatinine ration ≤ 1.0 at screening

- Patients must not be pregnant or lactating as chemotherapy is though to present
substantial risk to the fetus/infant

- Patients must have a life expectancy of greater than three months.

- Patients must have the ability to understand and the willingness to sign a written
informed consent document.

Exclusion Criteria:

- Patients may not be receiving any other investigational agents.

- Patients with the following contraindication to MRI are excluded:
Hypersensitivity to gadolinium Contraindicated metallic device, including pacemaker,
non-MRI compatible aneurysm clip, other non-MRI compatible mechanical and/or
electrical device, or metallic fragments.

- Patients with severe claustrophobia

- Patients with a history of allergic reactions attributed to Flagyl (metronidazole)
which has a chemical structure similar to EF5 are excluded.

- Patients with T1 or T2 N0M0 disease are not eligible.

- Major surgical procedure, open biopsy or significant traumatic injury within 28 days
to Day 0, anticipation of need for major surgical procedure during the course of the
study. Minor surgical procedures such as port placement, fine needle aspirations or
core biopsies within 3 days prior to Day 0.

- Patients with serious nonhealing wounds, ulcers, or bone fractures.

- Patients with a history of abdominal fistula, gastrointestinal perforation, or
intra-abdominal abscess within 6 months prior to Day 0.

- Patients with a history of myocardial infarction, unstable angina, or cerebrovascular
accident < 6 months prior to registration.

- Patients with clinically significant peripheral vascular disease.

- Patients with New York Heart Association Class II or greater congestive heart failure
(Class II is defined as symptoms of fatigue, dyspnea or other symptoms with ordinary
physical activity) See Appendix E.

- Patients using oral or parenteral anticoagulation are not excluded provided they are
on a stable dose of anticoagulant.

- patients with pre-existing hypertension should be on a stable antihypertensive
regimen and have a blood pressure ≤ 150/100 mmHg at the time of enrollment.

- Patients must not have known brain metastases because the study drug has not been
adequately tested in this setting.