Although agents that inhibit DNA synthesis are widely used in the treatment of cancer, the optimal method for combining such agents and the mechanism of their synergy is poorly understood. The present study examined the effects of combining gemcitabine (2Ј,2Ј-difluoro 2Ј-deoxycytidine) and 7-ethyl-10-hydroxycamptothecin (SN-38; the active metabolite of irinotecan), two S-phaseselective agents that individually have broad antitumor activity, in human cancer cells in vitro. Colony-forming assays revealed that simultaneous treatment of Ovcar-5 ovarian cancer cells or BxPC-3 pancreatic cancer cells with gemcitabine and SN-38 resulted in antagonistic effects. In contrast, sequential treatment with these two agents in either order resulted in synergistic antiproliferative effects, although the mechanism of synergy varied with the sequence. In particular, SN-38 arrested cells in S phase, enhanced the accumulation of gemcitabine metabolites, and diminished checkpoint kinase 1, thereby sensitizing cells in the SN-38 3 gemcitabine sequence. Gemcitabine treatment followed by removal allowed prolonged progression through S phase, contributing to synergy of the gemcitabine 3 SN-38 sequence. These results collectively suggest that S-phase-selective agents might exhibit more cytotoxicity when administered sequentially rather than simultaneously.Gemcitabine (2Ј,2Ј-difluoro 2Ј-deoxycytidine), a pyrimidinebased antimetabolite, is active against cancers of the pancreas, lung, breast, and ovary as well as some lymphomas (Ryan et al., 2006). According to current understanding, this agent is taken into target cells mainly by the equilibrative nucleoside transporter hENT1 (Damaraju et al., 2003) and sequentially phosphorylated to the 5Ј-mono-, di-, and triphosphate derivatives Ryan et al., 2006). The antiproliferative and cytotoxic effects of gemcitabine have been attributed to two major factors, the ability of gemcitabine diphosphate to inhibit ribonucleotide reductase, thereby depleting deoxyribonucleotide triphosphates required for DNA synthesis, and incorporation of gemcitabine into DNA, in which it stalls advancing replication forks one base pair beyond the site of incorporation Ryan et al., 2006). In addition, it has been suggested that upon incorporation into DNA gemcitabine acts as a topo I poison, stabilizing covalent DNA-topo I complexes that then contribute to DNA damage and cytotoxicity (Pourquier et al., 2002).Over the past decade, there has been considerable interest in combining gemcitabine with a variety of agents that have different mechanisms of action, including doxorubicin, cisplatin, paclitaxel, docetaxel, capecitabine, vinorelbine, or ionizing radiation. Particularly pertinent to the present study have been previous attempts to combine gemcitabine with irinotecan, a semisynthetic derivative of camptothecin that is approved for the treatment of colorectal cancer and also is active against pancreatic cancer, non-small-cell lung cancer, and breast cancer (Sparreboom and Zamboni, 2006). Irinotecan is a prodru...