38Intercellular mechanisms by which the stromal microenvironment contributes to solid tumor 39 progression and targeted therapy resistance remain poorly understood, presenting significant 40 clinical hurdles. PEAK1 (Pseudopodium-Enriched Atypical Kinase One) is an actin cytoskeleton-41 and focal adhesion-associated pseudokinase that promotes cell state plasticity and cancer 42 metastasis by mediating growth factor-integrin signaling crosstalk. Here, we determined that 43 stromal PEAK1 expression predicts poor outcomes in HER2-positive breast cancers high in 44SNAI2 expression and enriched for MSC content. Notably, we identified that mesenchymal stem 45 cells (MSCs) and cancer-associated fibroblasts (CAFs) express high PEAK1 protein levels and 46MSCs require PEAK1 to potentiate tumorigenesis, lapatinib resistance and metastasis of HER2-47 65Cell state plasticity enhances intratumoral heterogeneity and has been shown to be a culprit 66 underlying metastasis, therapy resistance and progression in cancer [1][2][3]. Previous studies have 67 demonstrated a causative relationship between increased stromal tissue content (i.e., 68 desmoplasia), including cancer associated fibroblasts (CAFs) or mesenchymal stem cells 69 (MSCs), in breast cancers and lapatinib resistance or metastasis [4][5][6][7]. In the case of HER2-70 positive breast cancer, where upregulation of the receptor tyrosine kinase HER2 (ErbB2) occurs 71in approximately 20% of all breast malignancies [8], both trastuzumab-and lapatinib-based 72 regimens offer significant clinical benefit [9]. However, a substantial percentage of these tumors 73 display either primary resistance or may be initially sensitive but then adapt to develop acquired 74 resistance [10], and clinical work suggests that patients who progress on lapatinib therapy 75 commonly develop metastatic disease [11]. Importantly, stromal cell non-autonomous 76 mechanisms by which the tumor microenvironment drives lapatinib resistance and/or resistance-77 associated metastasis remain poorly understood. 78Pseudopodium-Enriched Atypical Kinase One (PEAK1 or SGK269) is a cytoskeleton-79 associated pseudokinase [12] and member of the new NFK3 kinase family that has been 80 demonstrated to play key roles in cancer initiation and progression across multiple cancer types 81 including breast [13][14][15], pancreatic [12, 16], lung [17] and colon [12, 18, 19]. Importantly, two 82 other NFK3 kinase family members (SGK223 or Pragmin and PEAK3) have been recently 83 demonstrated to also regulate cancer progression [20, 21]. We previously characterized breast 84 cancer cell autonomous functions of PEAK1 and upstream eIF5A1/2-dependent translation in 85 mediating epithelial-mesenchymal transition (EMT), metastasis and transforming growth factor 86 beta (TGFβ)/fibronectin signaling [13][14][15] 22]. In this regard, PEAK1 has been previously identified 87 as part of the meta-adhesome [23] and a regulator of focal adhesion dynamics [24]. Notably, 88PEAK1 was recently determined to be a core constituent of the fibr...