Fatty acid amide hydrolase (FAAH), an amidase-signature family member, is an integral membrane enzyme that degrades lipid amides including the endogenous cannabinoid anandamide and the sleep-inducing molecule oleamide. Both genetic knock out and pharmacological administration of FAAH inhibitors in rodent models result in analgesic, anxiolytic, and antiinflammatory phenotypes. Targeting FAAH activity, therefore, presents a promising new therapeutic strategy for the treatment of pain and other neurological-related or inflammatory disorders. Nearly all FAAH inhibitors known to date attain their binding potency through a reversible or irreversible covalent modification of the nucleophile Ser241 in the unusual Ser-Ser-Lys catalytic triad. Here, we report the discovery and mechanism of action of a series of ketobenzimidazoles as unique and potent noncovalent FAAH inhibitors. Compound 2, a representative of these ketobenzimidazoles, was designed from a series of ureas that were identified from highthroughput screening. While urea compound 1 is characterized as an irreversible covalent inhibitor, the cocrystal structure of FAAH complexed with compound 2 reveals that these ketobenzimidazoles, though containing a carbonyl moiety, do not covalently modify Ser241. These inhibitors achieve potent inhibition of FAAH activity primarily from shape complementarity to the active site and through numerous hydrophobic interactions. These noncovalent compounds exhibit excellent selectivity and good pharmacokinetic properties. The discovery of this distinctive class of inhibitors opens a new avenue for modulating FAAH activity through nonmechanism-based inhibition.structure-based design | medicinal chemistry F atty acid amides (FAAs) represent a class of lipid signaling molecules that modulate a wide range of physiological processes in the central nervous system (1). As a prominent member of the FAA family, the endogenous cannabinoid anandamide, also known as N-arachidonoylethanolamine or AEA, produces its neurotransmitting effects by binding to and activating two G protein-coupled cannabinoid receptors (i.e., CB1 in the central nervous system and CB2 in the periphery) (2). Previous studies have shown that the effects of anandamide include neurological pain suppression, antiproliferation of cancer cells, enhancement of feeding behavior, and generation of motivation and pleasure (3-7). Endogenous oleamide (cis-9,10-octadecenoamide), also known as a sleep-inducing molecule in the FAA family, was found in the cerebrospinal fluid of sleep-deprived animals (8, 9). In addition, other neurological activities have been associated with oleamide, including regulation of memory processes, body temperature, and locomotor activity (10-12). However, the actions of these lipid messengers are ephemeral because of the hydrolytic activity of a number of enzymes including fatty acid amide hydrolase (FAAH). FAAH is an integral membrane enzyme that degrades these lipid amides (13-17) and thus terminates their activities. Inhibition of FAAH activity provi...