Chemotherapy is a double-edged sword. It is anticancer because of its cytotoxicity. Paradoxically, by increasing chemoresistance and cancer metastasis, it is also procancer. However, the underlying mechanisms for chemotherapy-induced procancer activities are not well understood. Here we describe the ability of paclitaxel (PTX), a frontline chemotherapeutic agent, to exacerbate metastasis in mouse models of breast cancer. We demonstrate that, despite the apparent benefit of reducing tumor size, PTX increased the circulating tumor cells in the blood and enhanced the metastatic burden at the lung. At the primary tumor, PTX increased the abundance of the tumor microenvironment of metastasis, a landmark microanatomical structure at the microvasculature where cancer cells enter the blood stream. At the metastatic lung, PTX improved the tissue microenvironment (the "soil") for cancer cells (the "seeds") to thrive; these changes include increased inflammatory monocytes and reduced cytotoxicity. Importantly, these changes in the primary tumor and the metastatic lung were all dependent on Atf3, a stress-inducible gene, in the noncancer host cells. Together, our data provide mechanistic insights into the procancer effect of chemotherapy, explaining its paradox in the context of the seed-and-soil theory. Analyses of public datasets suggest that our data may have relevance to human cancers. Thus, ATF3 in the host cells links a chemotherapeutic agenta stressor-to immune modulation and cancer metastasis. Dampening the effect of ATF3 may improve the efficacy of chemotherapy.chemotherapy | metastasis | stress response | immune modulation | ATF3 M odern chemotherapy can reduce tumors to an undetectable level; however, in many cases the tumors relapse, with recurrence in the original, regional, or distant sites (1-3). The mechanisms for relapse are multifaceted and complex, including intrinsic changes in cancer cells and changes in the noncancer cells in the host-the organism carrying the cancer (4-9). Although the traditional concept is that chemotherapeutic drugs provide selection pressure for drug-resistant cancer cells to thrive, recent studies showed that chemotherapeutic drugs actually induce procancer changes (reviewed in refs. 4-9 and in the references cited below). Thus, chemotherapy is a double-edged sword: It is anticancer because of its cytotoxicity on cancer cells but also can be procancer by inducing changes in cancer and/or host cells. For cancer cell-intrinsic changes, chemotherapeutic drugs have been shown to induce the migration/invasion of cancer cells (10) and to up-regulate the expression of some antiapoptotic genes (11). For noncancer cells, chemotherapy theoretically can affect all host cells, because it is administered systemically. Advances in this nascent field have benefited greatly from the extensive literature on cancerhost interaction in the recent decades (5-7, 12). Although endothelial cells have been shown to play a role in mediating the procancer effect of chemotherapy (13-15), various reports als...