A systematic study of the structure-activity relationships (SAR) of 2b (OL-135), a potent inhibitor of fatty acid amide hydrolase (FAAH), is detailed targeting the C2 acyl side chain. A series of aryl replacements or substituents for the terminal phenyl group provided effective inhibitors (e.g., 5c, aryl = 1-napthyl, K i = 2.6 nM) with 5hh (aryl = 3-Cl-Ph, K i = 900 pM) being 5-fold more potent than 2b. Conformationally-restricted C2 side chains were examined and many provided exceptionally potent inhibitors of which 11j (ethylbiphenyl side chain) was established to be a 750 pM inhibitor. A systematic series of heteroatoms (O, NMe, S), electron-withdrawing groups (SO, SO 2 ), and amides positioned within and hydroxyl substitutions on the linking side chain were investigated which typically led to a loss in potency. The most tolerant positions provided effective inhibitors (12p, 6-position S, K i = 3 nM or 13d, 2-position OH, K i = 8 nM) comparable in potency to 2b. Proteomicwide screening of selected inhibitors from the systematic series of >100 candidates prepared revealed that they are selective for FAAH over all other mammalian serine proteases.The enzyme fatty acid amide hydrolase (FAAH) is the primary catabolic regulator of several bioactive lipid amides in vivo, including anandamide (1a) and oleamide (1b). 1-4 The central nervous system distribution of FAAH suggests that it degrades neuromodulating fatty acid amides at their sites of action and is intimately involved in their regulation. 5 Fatty acid amide hydrolase is currently the only characterized mammalian enzyme that is in the amidase signature family bearing an unusual catalytic Ser-Ser-Lys triad. 1,4,6-8 Recently, the crystal structure of FAAH cocrystallized with an irreversibly-bound arachidonyl fluorophosphonate confirmed its unusual catalytic triad and provided structural details of this enzyme. 1 Both anandamide (1a) 9 and oleamide (1b) 10-12 have emerged as prototypical members of the class of bioactive lipid amides 13,14 that serve as chemical messengers (Figure 1). Anandamide (1a), the most recognized member of the endogenous fatty acid ethanolamides, 15 binds and activates both the central type-1 (CB1) and peripheral type-2 (CB2) cannabinoid receptors. Anandamide (1a), and members of the cannabinoid family, 16 have been implicated in the modulation of nociception, 17-19 feeding, 20,21 emesis, anxiety, 22 cell proliferation, 23,24 inflammation, 25 memory 26 and neuroprotection after brain injury. 27 Thus, the Due to the potentially exciting therapeutic potential of inhibiting FAAH, there has been increasing interest in the development of potent inhibitors (Figure 2). 22,45-60 These include the discovery that the endogenous sleep-inducing molecule 2-octyl α-bromoacetoacetate is an effective FAAH inhibitor, 55 a series of reversible inhibitors bearing an electrophilic ketone 46,54,56 (e.g., trifluoromethyl ketone-based) that have not proven selective for FAAH over other mammalian serine hydrolases 61 and a set of irreversible inhibitor...