250 words) 83 84 Invasive lobular carcinoma (ILC) is the second most common subtype of breast cancer following 85 invasive ductal carcinoma (IDC) and characterized by the loss of E-cadherin-mediated adherens 86 junctions. Despite displaying unique histological and clinical features, ILC still remains a 87 chronically understudied disease with limited knowledge on the available laboratory research 88 models. To this end, herein we report a comprehensive 2D and 3D phenotypic characterization of 89 four Estrogen Receptor-positive human ILC cell lines -MDA-MB-134, SUM44, MDA-MB-330 90 and BCK4. Compared to the IDC cell lines MCF7, T47D and MDA-MB-231, ultra-low 91 attachment culture conditions revealed a remarkable anchorage-independence ability that was 92 unique to the ILC cells, a feature not evident in soft agar gels. 3D Collagen I and Matrigel 93 culture indicated a generally loose morphology for the ILC cell lines, which exhibited differing 94 preferences for adhesion to ECM proteins in 2D. Furthermore, ILC cells had limited migration 95 and invasion ability in wound-scratch and transwell assays with the exception of haptotaxis to 96 Collagen I. Transcriptional comparison of the cell lines confirmed the decreased cell 97 proliferation and E-cadherin-mediated intercellular junctions in ILC, while uncovering the 98 induction of novel pathways related to cyclic nucleotide phosphodiesterase activity, ion 99 channels, drug metabolism and alternative cell adhesion molecules such as N-cadherin, some of 100 which were also differentially regulated in ILC versus IDC tumors. Altogether, these studies will 101 serve as an invaluable resource for the breast cancer research community and facilitate further 102 functional discoveries towards understanding ILC, identifying novel drug targets and ultimately 103 improving the outcome of patients with ILC.