High-grade serous ovarian carcinoma (HGSOC) is a lethal disease for which improved screening and treatment strategies are urgently needed. Progress in these areas is impeded by our poor understanding of HGSOC pathogenesis. Most ovarian cancer research is based on the hypothesis that HGSOC arises from ovarian surface epithelial cells. However, recent studies suggest that >50% of high-grade serous carcinomas involving the ovary likely arise from fallopian tube epithelium. Therefore, limiting HGSOC research to modeling based on ovarian surface epithelium alone is inadequate. To address the need for a fallopian tube-based model of HGSOC, we have developed a system for studying human fallopian tube secretory epithelial cell (FTSEC) transformation. Our model is based on (i) immortalization of FTSECs isolated from primary samples of normal, nondiseased human fallopian tubes, (ii) transformation of FTSECs with defined genetic elements, and (iii) xenograft-based tumorigenic assays. We use our model to show that FTSECs immortalized with human telomerase reverse transcriptase (hTERT) plus SV40 large T and small T antigens are transformed by either oncogenic Ras (H-Ras V12 ) or c-Myc expression, leading to increased proliferation, clonogenicity, and anchorage-independent growth. Additionally, we demonstrate that FTSECs remain susceptible to c-Myc-mediated transformation in the absence of viral oncoproteins, by replacing SV40 large T and small T antigens with sh-p53, mutant CDK4 (CDK4 R24C ), and sh-PP2A-B56γ. Importantly, all transformed FTSECs gave rise to highgrade Müllerian carcinomas that were grossly, histologically, immunophenotypically, and genomically similar to human HGSOC. With this model, we will now be able to assess the transformative effects of specific genetic alterations on FTSECs in order to characterize their respective roles in HGSOC development.varian cancer is the fifth deadliest cancer among American women (1). It has a disproportionately high mortality rate, attributed primarily to difficulties in diagnosing early stage disease and to the development of drug resistance in tumors that were initially chemosensitive (2). To improve ovarian cancer screening and treatment strategies, we must better understand the cancer's origin and pathogenesis. The most common histologic subtype, accounting for >50% of ovarian epithelial malignancies, is serous ovarian carcinoma (3-5). Because of inadequate early detection tools, the vast majority of serous ovarian carcinomas (>80%) are diagnosed at late stage [International Federation of Gynecology and Obstetrics (FIGO) stages III-IV], for which the 5-y survival rate is only 9-34% (6). Most of these (>50%) are classified as "high-grade" based on their degree of nuclear atypia and high mitotic index (7). High-grade serous ovarian carcinoma (HGSOC) stands out from other subtypes both for its aggressive nature and because it harbors unique genetic alterations. For example, clear cell, endometrioid, low-grade serous, and mucinous ovarian carcinomas typically present as indo...