Abstract Obesity in postmenopausal women is a risk factor for breast cancer. Since 25-30% of women in the USA are obese, the public health implications of obesity and breast cancer are immense. Activation of inflammatory pathways is one plausible mechanism underlying the association between obesity and increased breast cancer risk. We have used a novel immunocompetent mouse model of luminal breast cancer to demonstrate that luminal tumor progression is enhanced in ovariectomized mice fed a high fat diet (HFD). The obese mammary fat pads are proinflammatory as measured by an increase in M1 polarized macrophages, increased TNF-α production and increased matrix metalloproteinase (MMP)-2 and -9 expression. To evaluate activatable cell penetrating peptide (ACPP) targeting of mammary tumors in the obese fat pad we utilized a version of the MMP cleavable ACPP that has a Cy5 fluorophore attached to the polycationic domain of the peptide and a Cy7 conjugated to the polyanionic domain. Upon cleavage of the peptide by MMPs, the fluorescence resonance energy transfer (FRET) between the two dyes is disrupted and the Cy5 emission increases while the Cy7 re-emission diminishes. This change in emission spectra is measured and the ratio of Cy5 to Cy7 fluorescence is used as a measure of peptide cleavage. The ACPP was administered at a dose of 0.4nmol/g and allowed to circulate for 2 hours prior to harvesting of the fat pads and imaging. The Cy5/Cy7 ratio was 24% higher in the obese fat pads, with a 45% increase in fluorescence when examining just the Cy5 emission. To determine if tumors could be identified in the obese fat pads with the higher background resulting from increased macrophage recruitment and MMP activity, normal chow (NC) and HFD fed C57Bl/6 mice were injected with syngeneic luminal Py230 and claudin low EMT Py8119 cell lines derived from spontaneous polyomavirus middle T (PyVmT) tumor homogenates. Mice harboring both Py230 and Py8119 tumors in their thoracic mammary fat pads were dosed with either the MMP cleavable FRET ACPP or an uncleavable control ACPP. Two hours after peptide injection, mice were sacrificed and the skin was removed to image the tumors in the context of the fat pad. In concordance with our previous results, tumor growth of the Py230 cells was significantly greater in the HFD mice. Interestingly, growth of the more aggressive Py8119 tumors was not enhanced in the HFD microenvironment. For both cell lines, the tumors were clearly delineated using the Cy5/Cy7 ratio. The Py8119 tumors had a ratio of 6.1±0.7 in NC mice and 5.4±0.3 in the HFD mice, and a similar trend was observed in the less aggressive luminal Py230 tumors, with ratios of 4.9±0.8 for NC and 3.8±0.4 for HFD fed mice. This was consistent with analysis showing increased macrophage recruitment in the Py8119 tumors compared with the Py230 tumors, but no difference in recruitment between tumors of either type in mice fed NC or HFD. Our results indicate that although inflammation associated with obesity results in higher background fluorescence in the mammary fat pad, this is not a barrier to visualizing the tumor tissue in the fat pad. Since a large amount of adipose tissue can be problematic during surgery, MMP FRET ACPPs may be useful for identifying and resecting breast cancers in obese patients leading to improved survival. Citation Format: Jessica L. Crisp, Elamprakash N. Savariar, Jonathan P. Hasselmann, Heekyung Chung, Roger Y. Tsien, Lesley G. Ellies. MMP FRET ACPP imaging of mammary tumors in a mouse model of postmenopausal obesity. [abstract]. In: Proceedings of the AACR Special Conference on Advances in Breast Cancer Research: Genetics, Biology, and Clinical Applications; Oct 3-6, 2013; San Diego, CA. Philadelphia (PA): AACR; Mol Cancer Res 2013;11(10 Suppl):Abstract nr A005.