Four new nor-spiro-azaphilones, thielavialides A-D (1- 4), a new bis-spiro-azaphilone, thielavialide E (5), together with pestafolide A (6), were isolated from the endophytic fungal strain, Thielavia sp. PA0001, occurring in the healthy leaf tissue of aeroponically grown Physalis alkekengi. The structures and relative configurations of 1-5 were established on the basis of their MS and NMR data. Possible biosynthetic pathways to thielavialides A-E (1- 5) from pestafolide A (6), some involving a Favorskii-like rearrangement, are proposed.