Abstract Currently, the development of efficacious agents against metastatic castration resistance prostate cancer is hampered by the lack of preclinical models that accurately reflect disease heterogeneity and treatment response. To overcome this barrier, we have developed a preclinical metastasis model using LuCap136 (PDM136), an androgen receptor (AR) positive patient-derived xenograft (PDX) that forms metastases in bone and soft tissues 3 weeks after intracardiac injection. With a combined PTEN −/−, TP53 −/mut, RB1 −/− genotype, PDM136 represents a subgroup of difficult-to-treat mPCRC. PDM136 is organotropic for bone. Mice usually reach the end point after 6-7 weeks due to paraplegia and/or cachexia. Metastatic cells maintain the expression of nuclear AR and epithelial marker cytokeratin 8. Surgical castration significantly inhibits metastatic progression and prolonged the survival rate, however, tumor will eventually progress to castration resistance. To our knowledge, PDM136 is the first AR-positive prostate cancer metastasis model that recapitulates the disease progress of mCRPC. To define the molecular mechanisms of castration resistance in PDM136, we performed RNA expression profiling on bone and soft tissue metastasis collected from intact and castrated mice. Differential expression analysis revealed over 500 transcripts were significantly altered after castration, with SOX2 and ASCL1 among the top up-regulated genes. Gene set enrichment analysis showed decreased AR signaling and increased neuroepithelium transformation in the castrated group. To validate the RNA-seq data, we performed IHC on proteins whose genes were identified by RNAseq including SOX2, ASCL1, as well as androgen receptor (AR), glucocorticoid receptor (GR) and neuroendocrine marker SYP. Surprisingly, we found that the expression of the five markers is organ-specific upon castration. Unsupervised clustering of the IHC stained markers from the bone of castrated mice revealed that AR and GR were undetectable in majority of foci whereas substantial numbers of foci in soft tissue metastasis expressed AR and GR at moderate intensity. Furthermore, we found that AR and GR expression were mutually exclusive in many foci from soft tissue metastasis. SOX2 and ASCL1 were mainly expressed in AR negative tumors, while SYP was expressed in a subpopulation of SOX2+ positive foci. Notably, liver metastasis had the most SYP expressing foci among all organs suggesting liver microenvironment promotes neuroendocrine differentiation. In summary, our IHC results revealed inter-tumor and organ-specific cellular heterogeneity induced by castration. PDM136 is a platform to understand the mechanism of responsible for mCRPC, but also a valuable tool for anti-mCRPC drug discovery. The co-existence of multiple phenotypes indicated that combination therapies targeting multiple pathways are essential to harness this disease. Citation Format: Anson Ku, Juan Yin, Adam G. Sowalsky, Kathleen Kelly. SOX2 induced plasticity and microenvironment lead to intratumoral and tissue-specific phenotypic heterogeneity in metastatic castration-resistant prostate cancer (mCRPC) [abstract]. In: Proceedings of the AACR Special Conference: Advances in Prostate Cancer Research; 2023 Mar 15-18; Denver, Colorado. Philadelphia (PA): AACR; Cancer Res 2023;83(11 Suppl):Abstract nr A071.