Abstract Breast cancer brain metastases remain incurable. The blood-brain barrier (BBB) is a multicellular dynamic structure regulating exchanges between the blood and the central nervous system. As cancer cells colonize the brain, the BBB evolves into a blood-tumor barrier (BTB). The BTB limits compound penetration and therefore contributes to poor efficacy of chemotherapy. While the BBB has been well characterized in developmental and neurodegenerative disease studies, the BTB composition remains unknown. We have characterized the BTB in three model systems of brain metastasis of breast cancer developed in the laboratory: a triple negative (231-BR6), and two HER2 overexpressing (SUM190-BR3, JIMT-1-BR3) subtypes. Using Texas Red dextran (TRD) as a marker of permeability and quantitative immunofluorescence staining, we analyzed the cellular and molecular composition of: 1) unaltered BBB vs. BTB, and 2) BTB in highly permeable metastases vs. BTB in poorly permeable metastases. The BTB developed from the BBB in a series of alterations, including a neuroinflammatory reaction with astrogliosis, endothelial cell dilation, increased VEGF, reduced astrocyte endfoot polarity, and decrease in PDGFR+ pericytes. Only 10% of the metastatic lesions harbored a profound TRD exudation, which correlated with paclitaxel efficacy. We hypothesized that specific cellular and molecular changes account for the heterogeneity and increase in TRD diffusion. When metastases with relatively low- and high-TRD diffusion were compared, highly permeable metastases correlated with an increased expression of desmin+ pericytes in three models (231-BR6 p=0.0002; JIMT-1-BR3 p=0.004; SUM190-BR3 p=0.008) and a decrease in CD13+ pericytes in two model systems (231-BR6 p=0.014; JIMT-1-BR3 p=0.002). Decreased expression of laminin α2 in the parenchymal basement membrane (231-BR6 p=0.001; JIMT-1-BR3 p=0.049; SUM190-BR3 p=0.023) were associated with higher permeability. Desmin+ pericytes have been associated with pathological conditions such as fibrosis and spinal cord injury. Seven over nine human craniotomy specimens were positive for Desmin staining, validating clinically the relevance of our findings. We subsequently hypothesized that the desmin+ pericyte subpopulation functionally contributes to increased permeability. Desmin+ pericytes were produced in vitro by co-culturing primary mouse pericytes with astrocytes. When desmin+ or CD13+ pericytes were added to in vitro transendothelial electrical resistance (TEER) models of the BBB, the desmin+ pericytes exhibited less resistance, indicative of higher permeability. The data suggest that desmin+ pericytes may facilitate the permeability of the BTB. These studies show that the BTB in brain metastasis model systems involves consistent molecular changes. These data may identify new strategies to selectively permeabilize the BTB and enhance chemotherapeutic efficacy. Citation Format: Brunilde Gril, L. Tiffany Lyle, Paul R. Lockman, Chris E. Adkins, Afroz Shareef Mohammad, Emily Sechrest, Emily Hua, Diane Palmieri, David J. Liewehr, Seth M. Steinberg, Wojciech Kloc, Ewa Izycka-Swieszewska, Renata Duchnowska, Nayyar Naema, Priscilla K. Brastianos, Patricia S. Steeg. Desmin+pericyte subpopulations correlated with blood-tumor barrier permeability in brain metastases of breast cancer [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2017; 2017 Apr 1-5; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2017;77(13 Suppl):Abstract nr 4933. doi:10.1158/1538-7445.AM2017-4933