AbstractMatrix metalloproteinase 13 (MMP‐13) activity has been correlated to breast cancer bone metastasis. It has been proposed that MMP‐13 contributes to bone metastasis through the promotion of osteoclastogenesis. To explore the mechanisms of MMP‐13 action, we previously described a highly efficacious and selective MMP‐13 inhibitor, RF036. Unfortunately, further pursuit of RF036 as a probe of MMP‐13 in vitro and in vivo activities was not practical due to the limited solubility and stability of the inhibitor. Our new study has explored replacing the RF036 backbone sulfur atom and terminal methyl group to create inhibitors with more favorable pharmacokinetic properties. One compound, designated inhibitor 3, in which the backbone sulfur and terminal methyl group of RF036 were replaced by nitrogen and oxetane, respectively, had comparable activity, selectivity, and membrane permeability to RF036, while exhibiting greatly enhanced solubility and stability. Inhibitor 3 effectively inhibited MMP‐13‐mediated osteoclastogenesis but spared collagenolysis, and thus represents a next‐generation MMP‐13 probe applicable for in vivo studies of breast cancer metastasis.