diff --git a/mm/vmscan.c b/mm/vmscan.c
index 70336ae6507cc..033d58ca57e71 100644
--- a/mm/vmscan.c
+++ b/mm/vmscan.c
@@ -917,9 +917,21 @@ static unsigned long shrink_page_list(struct list_head *page_list,
 				nr_immediate++;
 				goto keep_locked;
 
-			/* Case 2 above */
+                        /*
+                         * memcg doesn't have any dirty pages throttling so we
+                         * could easily OOM just because too many pages are in
+                         * writeback and there is nothing else to reclaim.
+                         *
+                         * Require may_enter_fs to wait on writeback, because
+                         * fs may not have submitted IO yet. And a loop driver
+                         * thread might enter reclaim, and deadlock if it waits
+                         * on a page for which it is needed to do the write
+                         * (loop masks off __GFP_IO|__GFP_FS for this reason);
+                         * but more thought would probably show more reasons.
+                         */
+
 			} else if (global_reclaim(sc) ||
-			    !PageReclaim(page) || !(sc->gfp_mask & __GFP_IO)) {
+			    !PageReclaim(page) || !may_enter_fs) {
 				/*
 				 * This is slightly racy - end_page_writeback()
 				 * might have just cleared PageReclaim, then