Inclusion Criteria:

1. Patient has histologically or cytologically confirmed diagnosis of epithelial cancer
of the ovary, fallopian tube cancer or gynecologic primary peritoneal cancer. All
patients must be platinum resistant or refractory that is defined as tumor
progression during platinum-based treatment or less than 6 months of treatment-free
interval.

2. All patients have to have tumor that is accessible to biopsy. In addition, patients
have to have another tumor that a) will not be biopsied; and for the purpose of
DCE-MRI and PET studies, b) is at least 2cm in size per radiologic measurement.

3. Patient is at least 18 years of age.

4. Patient has an ECOG performance status of 0-2.

5. Patient is willing to comply with study procedures to have biopsies of tumor and
blood collection for molecular marker and biological marker studies; and two PET
scans and two dynamic MRIs for imaging studies and follow-up examinations for
toxicity profile.

6. Patients must be informed of the investigational nature of this study and give
written IRB-approved informed consent according to institutional guidelines.

7. If patient is of child-bearing potential, she has agreed to practice an effective
method of birth control during the study and 6 months after the last study dose.

8. Patient has adequate liver and renal function: serum bilirubin =/<2.0 mg/dL; ALT=/<3x
uln. If the patient has hepatic metastasis, ALT =/<5x uln. Serum creatinine =/<2.0
mg/dL or a calculated creatinine clearance of at least 50 ml/min.

9. Patient has adequate bone marrow reserve. ANC=/>1,500/mm^3, Platelet count
=/>100,000/mm^3, and Hemoglobin =/>9.0g/dL without bone marrow support.

Exclusion Criteria:

1. Any concurrent chemotherapy.

2. Underlying medical condition that might be aggravated by treatment or that cannot be
controlled, i.e. active uncontrolled infection and cardiac dysfunction.

3. Medical and psychiatric problems of sufficient severity to limit full compliance with
the study or expose patients to undue risk.

4. Known hypersensitivity to study drugs or its analogs.

5. Failure to recover from any prior surgery within 4 weeks of study entry.

6. Pregnant or lactating.

7. On combination anti-retroviral therapy for HIV because of possible pharmacokinetic
interaction with perifosine. Every effort will be made to avoid known inhibitors or
inducers of P450 enzymes for potential drug-drug interaction.

8. Any treatment specific for tumor control within 3 weeks of study drugs (within 6 wks.
for nitrosoureas or mitomycin C) or failure to recover from the toxic effect of any
of these therapies prior to study entry.

9. Any signs of intestinal obstruction interfering with nutrition. Patient cannot
tolerate oral intake for any reason.

10. A known history of CNS metastasis unless the patient has had treatment with surgery
or radiation therapy, is neurologically stable, and does not require oral or
intravenous corticosteroids or anticonvulsants.

11. Any investigational drug within 30 days of first day of dosing.

12. History of high-dose chemotherapy for ovarian cancer, defined as the intensity and/or
the density of a chemotherapeutic agent beyond standard of care for ovarian cancer
treatment. i.e. Treatment with carboplatin at AUC 11 is considered as high-dose
chemotherapy.