Abstract Introduction: The peak incidence of ER+ breast cancer occurs in women around the age of 70. Compared to younger cohorts, we and others have shown that older patients with ER+ breast cancer have an enrichment of luminal disease and experience fewer recurrences, suggesting overtreatment. Differences in the biological phenotypes of tumors in older women remain poorly understood and treatment remains challenging as older patients are underrepresented in clinical trials. In this study, we hypothesized that aging alters both local and systemic hormones and inflammatory cytokines, creating a permissive environment for tumor formation and growth. To address this hypothesis, we employed a systems biology approach across multiple model systems and tissue samples. Methods: Our study included specimens from two cohorts of patients: (1) n = 90 women without breast cancer obtained from the Komen Tissue Bank, from whom we obtained matched plasma and non-cancerous breast tissue (n = 30 across age groups comprising of young donors (35-45yo), middle-aged donors (55-69yo), and older donors (≥ 70yo); and (2) n = 115 women with ER+ breast cancer (n = 25 young patients, n = 57 middle-aged patients, and n = 33 older patients) obtained from our institutional biobank, including matched plasma, tumor tissue, and tumor-adjacent tissue. From each of these sets of specimens, we measured estrogen disposition using mass spectrometry, a 22-plex panel of inflammatory markers, and transcriptomic changes using RNA-seq. Using scRNA-seq and multiplexed IHC, we further characterized the immune changes that occur with age. Lastly, we used an aged, carcinogen-induced ER+ tumor model in F344 rats (obtained from the NIA) to model tumor development and growth. Results: In the plasma, estradiol (E2) drastically decreased in post-menopausal women, leaving estrone (E1) as the predominant circulating estrogen in older women. However, the breast tumor microenvironment (TME) showed comparable levels of E1 and E2 across age groups. Multi-class concordance analysis of breast cancer tissue from RNA revealed significant increases in gene expression of the HSD17B7 enzyme and decreases in HSD17B2 enzyme across age, likely elevating local E1-to-E2 conversion and yielding high local E2 levels despite low circulating levels specifically in older women. In older patients with ER+ breast cancer, there was a significant increase in a chemokine network characterized by CCL2 and CXCL9 within the TME. scRNA-seq revealed enrichment of inflammatory M2-like macrophages in the aged TME. Immune dysfunction and decreased immunosurveillance in older patients manifested with widespread decreases in the presence of cytotoxic lymphocytes and decreased pathway enrichment of key immune pathways, such as JAK/STAT and IFNy signaling. mIHC analysis revealed decreases in CD4 and CD8 T cells and increases in M2-like macrophages in older patients in both tumor and stromal regions. Lastly, in the carcinogen-induced F344 rat model, aged rats (~ 24mo, human equivalent 60-70yo) had a shorter tumor-free interval than the younger rats (~ 4-6mo, human equivalent 20-30yo), likely due to increases in tumor-promoting inflammation and decreased immune surveillance. Ongoing mechanistic work is focused on macrophage-patient derived organoid co-cultures evaluating the functional relevance of E2, CCL2, and CXCL9 in shaping the aged TME. Conclusions: Our study of systemic and local breast hormones and cytokines in both healthy individuals and breast cancer patients showed that older women with ER+ breast cancer harbor different systemic and local environments compared to younger women. The aged TME is characterized by high E2, cytotoxic lymphocyte depletion, and immune dysfunction, creating a permissive environment for tumor formation. Future translational work should be aimed at chemo-preventative strategies to reduce the age-related chronic inflammation and immune dysfunction. Citation Format: Neil Carleton, Jian Zou, Sanghoon Lee, Dixcy Jaba Sheeba John Mary, Ruxuan Li, Jennifer Atkinson, Ziyu Huang, Hatice Osmanbeyoglu, Peter Lucas, Emilia Diego, Michael Lotze, George Tseng, Jagmohan Hooda, Ioannis Zervantonakis, Priscilla McAuliffe, Steffi Oesterreich, ADRIAN LEE. Age-related remodeling of the systemic and breast microenvironment promotes a tumor-permissive locale for ER+ breast cancer in older women [abstract]. In: Proceedings of the 2023 San Antonio Breast Cancer Symposium; 2023 Dec 5-9; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2024;84(9 Suppl):Abstract nr PO1-14-09.