Abraxane and Alimta in Advanced Solid Tumors

1. For the phase II portion patients must have cytologically or histologically proven selected stage IIIB (pleural effusion) or IV NSCLC. 2. For the phase II portion patients must have NSCLC that has progressed or recurred after treatment with platinum-based therapy. 3. No prior pemetrexed. Prior Taxol is allowed. Prior ABI 007 is not allowed. 4. Patients must have measurable disease by RECIST criteria for the phase II portion. 5. Patients must be 18 years of age or older. 6. Patients must have a performance status of 0 -2 7. Patients must have an estimated survival of at least 3 months. 8. Any prior chemotherapy must have been completed at least 4 weeks prior to start of treatment. 9. Patients must have adequate renal function as documented by a calculated creatinine clearance of \> 45 ml/min 10. Patients must have adequate liver functions: AST and ALT \< 2.5 X upper limit of normal, and bilirubin \< upper limit of normal. 11. Patients must have adequate bone marrow function: Platelets \>100,000 cells/mm3 and ANC \> 1,500 cells/mm3. 12. For patients who have baseline clinically significant pleural or peritoneal effusions (on the basis of symptoms or clinical examination) before initiation of pemetrexed therapy, consideration should be given to draining the effusion prior to dosing. 13. Patients with asymptomatic treated brain metastasis (surgical resection or radiotherapy) may be included if they are neurologically stable and have been off steroids and anticonvulsants for at least 4 weeks. 14. Patients must be able to take and retain oral medication. 15. Ability to take folic acid, vitamin B12 and dexamethasone according to protocol. 16. Ability to interrupt NSAIDS 2 days before, the day of, and 2 days following administration of pemetrexed. 17. Patients of reproductive potential must agree to use effective contraceptive method while on treatment and for 3 months afterwards as the effects of these drugs on the unborn fetus are unknown. 18. No other current active malignancy. 19. Patient or his/her legally authorized representative or guardian signed the Informed Consent form prior to participation in any study-related activities.

1. Pregnant or breastfeeding women. 2. Patient with pre-existing peripheral neuropathy of NCI CTCAE Version 3.0 of grade 2. 3. Patient has a clinically significant concurrent illness. 4. Patient is currently enrolled in a different clinical study in which investigational procedures are performed or investigational therapies are administered. 5. Patient has a history of allergy or hypersensitivity to the study drugs or a taxane. 6. Patient has serious medical risk factors involving any of the major organ systems such that the investigator considers it unsafe for the patient to receive an experimental research drug. 7. Prior therapy with pemetrexed, or ABI-007. 8. Patient is receiving treatment with any excluded concomitant medication. 9. Presence of third space fluid which cannot be controlled by drainage.