Charged, surface-active serum proteins can severely reduce or eliminate the adsorption of lung surfactant from the subphase to the alveolar air-liquid interface via a kinetically controlled competitive adsorption process. The decreased surfactant concentration at the interface leads to higher surface tensions during the compression of the interface during breathing. The correspondence between the factors governing colloid stability and competitive adsorption is validated via a new method of measuring surfactant and serum protein adsorption rates to the air-water interface, using quantitative Brewster angle microscopy (BAM). Competitive adsorption from a 10 mg/mL albumin subphase prevents the adsorption of lung surfactant from even high subphase concentrations due to the fast diffusion of the water-soluble proteins to the interface. The formation of an albumin film causes an electrostatic and steric barrier to subsequent surfactant adsorption, which can destroy the necessary properties of functional lung surfactant: low surface tension during compression and rapid respreading after film collapse. Surfactant inactivation is at least partially due to decreased surfactant adsorption; such decreased adsorption due to the presence of serum proteins may play a role in the development and severity of acute respiratory distress syndrome.