Abstract Introduction: Overexpression of HER2 has been reported to be associated with metastasis and poor prognosis of patients with MBC. We reported in AACR 2018 that HER2 overexpression is associated with CTC-cluster. Preclinical data suggested that MYC and HER2 cooperate to drive stem cell phenotype and poor prognosis in MBC (Nair R). Furthermore, IL-2 upregulates the transcription of MYC (Grigorieva I) and gets involved into its alterations. We reasoned that further understanding of interactions of HER2 in CTC and MYC will be important to elucidate the mechanism of metastasis of MBC. Herein, we report a significant correlation between the plasma IL-2 level and HER2 expression in CTCs, and the IL-2 related MYC ctDNA alterations in MBC. Methods: This study enrolled 43patients with stage III/IV BCa at the Northwestern Memorial Hospital (2016-2017) that had longitudinally detection of CTCs and ctDNA. Whole blood samples (7.5ml/each) were collected for CTCs enumeration by using CELLTRACKS ANALYZERII® System (Menarini) contains antibodies of anti-EpCAM for capturing CTCs, anti-CK-PE for epithelial cells, DAPI for nucleus, anti-CD45-APC for leukocytes and anti-HER-2/neu-FLU. The CTCs were classified based on phenotype as CK+, EpCAM+, DAPI+ and CD45-.Plasma ctDNA was analyzed using the Guardant360 TM NGS-based assay (Guardant Health), a 73 genes panel. ELISA for IL-2 was performed by using patients' plasma. Database of IL-2, HER2, CTCs and ctDNA was linked with clinical database and analyzed by Kruskal-Wallis test. Results: CTCs ≥ 5 were found in 20 patients (46%). There were 15 patients that had HER2 negative CTCs (Group 1), and 5 patients had HER2 positive (Group 2) CTCs. The level of IL-2 was much higher in Group 1 (88.17pg) compared to Group 2 (66.81pg), indicating that patients with HER2 positive CTCs have significant lower IL-2 than patients with negative CTCs (P=0.02). Meanwhile, ctDNA MYC alterations were detected in 10 patients (including 1 L114R mutation, 7 CNV and 2 SNV) who have the average IL-2 level as 94.00pg. There were 11 patients without any alterations of MYC had average IL-2 level of 70.17pg, which indicated that patients with alterations in the ctDNA MYC have significant higher level of IL-2 in compared with patients without MYC alterations (P=0.02). Conclusions: Findings of the correlation between overexpression of HER2 in CTCs and low IL-2 level indicated that low immunity may contribute to more aggressive MBC. And the higher level of IL-2 appear associated predominantly with MYC genomic alterations indicated that overexpression of MYC may also stimulate the immune response by upregulating IL-2 via a reverse feedback pathway. We postulated that increasing IL-2 suppresses the HER2 expression in CTC and breaks cooperation between HER2 and MYC. Although the interactions between them still unknown, our results suggest that IL-2 related immune microenvironment acts as a key player to suppress HER2- and MYC-mediated progress in MBC, including the formation of CTC-cluster. Monitoring and administration of IL-2 may benefit pretreated MBC patients and predict disease metastasis. Citation Format: Zhang Q, Gerratana L, Zhang Y, Flaum L, Shah A, Davis A, Behdad A, Gradishar W, Platanias L, Cristofanilli M. Associations between plasma Interleukin 2 (IL-2) and HER2 expression in circulating tumor cell (CTC) and MYC alterations in circulation tumor DNA (ctDNA) open a new insight on immune microenvironment for patients with metastatic breast cancer (MBC) [abstract]. In: Proceedings of the 2018 San Antonio Breast Cancer Symposium; 2018 Dec 4-8; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2019;79(4 Suppl):Abstract nr P3-01-10.