Purpose: The primary objective was to evaluate intracranial objective response rate (iORR) in patients receiving abemaciclib with brain or leptomeningeal metastases (BM or LM) secondary to HR+ MBC. Secondary objectives evaluated extracranial response, abemaciclib pharmacokinetics, BM tissue exposure, and safety. Experimental Design: This nonrandomized, phase 2 study (NCT02308020) enrolled patients in tumor subtype-specific cohorts A-D: A (HR+, HER2- MBC), B (HR+, HER2+ MBC), C (HR+ MBC leptomeningeal metastases), and D (BM surgical resection). Abemaciclib 200 mg was administered twice-daily as monotherapy or with endocrine therapy, or 150 mg twice-daily with trastuzumab. Cohorts A and B used a Simon 2-stage design. Results: In cohort A (n=58), 3 patients were confirmed responders resulting in an iORR of 5.2% (95% confidence interval [CI], 0.0, 10.9), and the intracranial clinical benefit rate (iCBR) was 24% (95% CI, 13.1, 35.2). Median overall survival (OS) was 12.5 months (95% CI, 9.3, 16.4). A volumetric decrease in target intracranial lesions was experienced by 38% of patients. In cohort B (n=27), there were no confirmed intracranial responses. An iCBR of 11% (95% CI, 0.0, 23.0) was observed. Median overall survival (OS) was 10.1 months (95% CI, 4.2, 14.3). A volumetric decrease in target intracranial lesions was experienced by 22% of patients. In cohort C (n=10), 1 confirmed complete parenchymal response was observed. In cohort D (n=9), unbound BM concentrations of total active abemaciclib analytes were 96- (CDK4) and 19-fold (CDK6) above in vitro half-maximal inhibitory concentrations (IC50). Safety was consistent with prior studies. Conclusions: This study did not meet its primary endpoint. Abemaciclib was associated with an iCBR of 24% in patients with heavily pretreated HR+, HER2- MBC. Abemaciclib achieved therapeutic concentrations in BM tissue, far exceeding those necessary for CDK4 and CDK6 inhibition. Further studies are warranted, including assessing novel abemaciclib-based combinations.