Amphidinolide B 1 (1) and its C 18 epimer amphidinolide B 2 (2) have generated significant attention from the synthetic community 1,2 because of their potent cytotoxic activity against several cancer cell lines. In fact, macrolide 1 is the most potent member of this family with a reported IC 50 value of 0.14 ng/mL against L1210 murine leukemia cell line. 3 Despite these efforts, their total syntheses remain elusive targets. Macrolides 1 and 2 represent considerable synthetic challenges because of their highly substituted C 13 -C 15 diene functionality, 1c,4 the densely functionalized C 21 -C 26 right-hand portion, the labile C 6 -C 9 epoxy alkene, and a 26-membered lactone. Our retrosynthetic strategy starts by disconnection at C 8,9 to reveal the aldehydes 3 and 4 (Scheme 1). Further cleavage of the ester linkage at C 25 would lead to the alcohols 5 and 6 and the keto phosphonate 7. The C 18 -C 19 bond should be available via a diastereoselective aldol reaction with the aldehyde 8 and α-oxy ketone 9. We have previously reported a chelation strategy for the synthesis of the 18S stereochemistry present in amphidinolide B 1 1b,c,5 and this approach has been used by others in the field, 6 including Fürstner's recent total syntheses of amphidinolide G and H. 6a Herein, we report a nonchelation strategy for construction of the C 18 stereochemistry and its application to the total syntheses of cytotoxic macrolide amphidinolide B 1 (1) and the proposed structure of amphidinolide B 2 (2).Our syntheses of the aldehyde and methyl ketone subunits commenced with the previously reported intermediates 11 and 14 (Scheme 2). 1a,c Conversion of the C 9 nitrile 11 into the corresponding acetate 12 followed by selective functionalization of the C 18,19 alkene using AD mix β* provided the C 18,19 diol as an inconsequential 6:1 mixture of diastereomers. 1c Cleavage of the resultant diol with sodium periodate provided the desired aldehyde 8. For the synthesis of the Eastern subunit 9, Horner-Wadsworth-Emmons olefination of aldehyde 14 followed by dihydroxylation yielded the diol 16. Next, bis-silylation followed by selective C 25 TES deprotection yielded the free alcohol at C 25 . Finally, Mitsunobu inversion of the alcohol followed by saponification and TMS protection revealed the ketone 9.The key diastereoselective aldol coupling is shown in Scheme 3. Treatment of ketone 9 under our standard LDA, Et 2 O/THF conditions that proved effective with the C 21 OPMB series 1c resulted in low conversion and poor diastereoselectivity favoring the 18S stereochemistry [approximately 1.5:1 dr (5:6)]. Interestingly, addition of TMEDA led to a dramatic rate acceleration and a reversal of the selectivity [2:1 dr (6:5)]. Additional cooling of the reaction to −100 °C led to improved diastereoselectivity [8:1 dr (6:5)] in reasonable yield (65% overall). While we are still exploring the nature of the diastereoselectivity, one possible explanation could be a transition state which minimizes the dipoles of the C 21 C-O σ bond and the enolate. temperatur...