Disclosed is an integrated active heat spreader and exchanger. The heat spreader cum exchanger includes a housing with a conductive heat spreader therein. A spreader plate of the heat spreader is in thermal contact with a microprocessor chip to be cooled and a plurality of spreader fins extending from the spreader plate. A membrane connects the heat spreader and the housing, sealing an interface between the heat spreader and the housing. A top plate, including a plurality of top plate fins, is disposed in the housing. A pump is located between the top plate fins and the spreader fins and urges fluid across the spreader fins and conducts heat from the spreader fins. The top plate fins conduct heat from the fluid and into a heat sink in thermal contact with the top plate. A heat sink plate conducts heat into heat sink fins where the heat is dissipated.