Abstract We sought to identify dependencies of slow growing, chemo-resistant osteosarcoma cells that anchor in the metastatic niche. These dependencies yield insight into what allows early cells to survive in the hostile lung environment, as well as potential therapeutic targets. In our studies of metastatic colonization, we identified two distinct populations of osteosarcoma cells. The first, dubbed “anchor cells”, are prevalent in the early metastatic niche where they are hypo-proliferative and hyper-secretory. The second subpopulation, “growth cells”, proliferate rapidly and predominate as lesions begin to grow rapidly. To identify genes and pathways that differentiate anchor cells, we performed scRNAseq on early and late metastases and confirmed these findings with tissue staining of time-matched metastases. To identify ligands that might facilitate survival of anchor cells in the lung microenvironment and their source, we performed scRNAseq on normal and metastasis-bearing lungs at different stages of metastasis. To confirm osteosarcoma cells express receptors for the identified lung growth factors, we used an immunoassay to evaluate tyrosine kinase receptor expression at baseline and in response to lung epithelial cell-conditioned medium. To confirm the growth factors increased MAPK activity in osteosarcoma cells, we used live cell imaging on fluorescent pERK reporter cells, followed by immunofluorescence to determine if increased MAPK activity was necessary for increased MCL1 expression. To determine if MCL1 is a viable therapeutic target and selective for anchor cells, we treated tumor-on-lung anchor cell-rich spheroid models with a MCL1-selective BH3 mimetic, AZD5991, and quantified cell death. To optimize dosing and determine tolerance in vivo, we treated metastasis-bearing mice with different doses of AZD5991 +/- cyclophosphamide. We found anchor cells have upregulated ERK activity and MCL1 expression compared to growth cells. This activity is associated with production of several growth factors in the metastatic niche that can activate receptors expressed by osteosarcoma cells. Growth-factor induced ERK activity is necessary for increased MCL1 expression in osteosarcoma cells. We found expression of many growth factors produced by niche cells becomes augmented as osteosarcoma cells colonize the lung. Additionally, host cells within the niche express comparatively more growth factors early in the metastatic process, with macrophages representing a predominant source of growth factors. We found cells expressing higher levels of MCL1 are vulnerable to its inhibition in vitro. Metastatic burden decreased as the number of AZD5991 doses increased in vivo. Our data suggest growth factors in the lung activate ERK in the early metastatic niche, and ERK-dependent MCL1 expression is required for survival of anchor cells. MCL1-targeting agents may have utility in disrupting colonization of the lungs. Citation Format: Camille A. McAloney, Rawan Makkawi, Matthew V. Cannon, Amy C. Gross, Maren Cam, Emily Franz, Tatyana A. Vetter, Alexander E. Davies, Ryan D. Roberts. MAPK-driven MCL1 expression promotes osteosarcoma survival in the metastatic niche [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2023; Part 1 (Regular and Invited Abstracts); 2023 Apr 14-19; Orlando, FL. Philadelphia (PA): AACR; Cancer Res 2023;83(7_Suppl):Abstract nr 2533.