Inclusion Criteria:

1. Voluntary written informed consent before performance of any study-related procedure
not part of normal medical care, with the understanding that consent may be withdrawn
by the patient at any time without prejudice to future medical care.

2. Female patient is either post-menopausal or surgically sterilized or willing to use
an acceptable method of birth control (ie: a hormonal contraceptive, intra-uterine
device, diaphragm with spermicide, condom with spermicide, or abstinence) for the
duration of the study. Male subject agrees to use an acceptable method for
contraception for the duration of the study.

3. All patients must: Have biopsy proven cancer (i.e. solid tumor) for which there is no
standard therapy available. If prior history of ischemic heart disease or exposure to
> 200 mg/m^2 of doxorubicin, patients must have a measured ejection fraction (either
by MUGA, ECHO or ventriculography) of at least 45%. Have preserved hepatic function
as shown by AST (SGOT) levels < 2 x the upper limit of normal and an INR (for
patients NOT on anticoagulant therapy) of < 1.4. Have normal serum creatinine (<=1.5)
or creatinine clearance (measured by Cockroft-Gault formula) of >= 20 ml/min.

4. All patients must have measurable or evaluable disease. In general, liver and lung
lesions should be at least 1 cm, and patients with node-only disease should have
lesions of >/= 1.5 cm in greatest dimension. Patients with disease confined to bone
may be eligible of a measurable lytic defect is present or a serum marker is elevated
(>4 x ULN). The Study Chairman is the final arbiter in questions related to
measurability. Patients with a three-dimensional mass or pelvic sidewall fixation on
bladder examination under anesthesia are considered to have measurable disease.

5. For the second stage of the Phase I trial, all patients must have histologic
demonstration of metastatic or locally unresectable transitional cell carcinoma of
the urothelium. Minor components (<50% overall) of variant such as glandular or
squamous differentiation, or evolution to more aggressive phenotypes such as
sarcomatoid or small cell change are acceptable. However, when these atypical
histologies are dominant, other treatment approaches may be more appropriate, and
such patients are not eligible.

6. Zubrod performance status
7. Patients must have had at least one prior therapy to be eligible for either the first
or second stage a) Patients are eligible with any number of prior regimens regardless
of what those regimens contained (i.e. prior Bortezomib or combination gemcitabine
and adriamycin is acceptable).

Exclusion Criteria:

1. Patient has a platelet count of < 100 x 10^9/L.

2. Patient has an absolute neutrophil count of < 1.2 x 10^9/L.

3. Patient has >/= Grade 2 peripheral neuropathy within 14 days before enrollment.

4. Patient has total bilirubin > 2.5 mg/dL.

5. Patient has hypersensitivity to bortezomib, boron, mannitol, gemcitabine, or
doxorubicin. Gemcitabine skin rash that be controlled by short course steroids is
allowed.

6. Female subject is pregnant or breast-feeding.

7. Confirmation that the subject is not pregnant must be established by a negative serum
beta-human chorionic gonadotropin (beta-hCG) pregnancy test (Unless there is
reasonable certainty that beta-hCG is coming from the tumor). Pregnancy testing is
not required for post-menopausal or surgically sterilized women.

8. Patient has received other investigational drugs with 14 days before enrollment.

9. Serious medical or psychiatric illness likely to interfere with participation in this
clinical study.

10. Patients with significant atherosclerotic disease, as defined by: a) Myocardial
infarction within 6 months prior to enrollment or has New York Heart Association
(NYHA) Class III or IV heart failure, uncontrolled angina, severe uncontrolled
ventricular arrhythmias, or ECG evidence of acute ischemia or active conduction
system abnormalities. Any prior ECG abnormality at Screening has to be documented by
the investigator as not medically relevant. b) Symptomatic congestive heart failure.
c) Claudication limiting activity and d) History of cerebrovascular events within the
last year (including TIA).

11. Patient have uncontrolled brain metastases or central nervous system disease.

12. Patients with an active, or likely to become active second malignancy.

13. Patients must be at least 6 weeks out from pelvic irradiation, and must not have more
than 10% of bone marrow irradiated.