Inclusion Criteria:

1. Histologic evidence of prostate adenocarcinoma.

2. In addition to patients with adenocarcinoma, patients with "anaplastic" features are
also eligible as defined by at least one of the following: a) Any of the following
metastatic presentations: exclusive visceral metastases, radiographically predominant
lytic bone metastases identified by plain X-ray or CT scan, bulky (>5 cm in longest
dimension) lymphadenopathy or high-grade (gleason >8) tumor mass in the
prostate/pelvis. b) Low PSA ( ablation or at symptomatic progression in the castrate-setting) plus high volume
(>/=20) bone metastases. c) Elevated serum LDH (>/= 2 x ULN) or elevated serum CEA
>/= 2 x ULN) in the absence of other etiologies. d) Short interval ( castrate-resistant progression following initiation of hormonal therapy

3. Castration-resistant prostate cancer. Patients must have surgical or ongoing chemical
castration (with LHRH agonists or LHRH antagonists), with a baseline testosterone
level <50ng/dL

4. Metastatic disease. Patients must have evidence for metastatic prostate cancer by
bone scan and/or CT/MRI (i.e., soft tissue, visceral, lymph node). If lymph node,
visceral and/or soft-tissue metastases are the only evidence of metastasis, at least
one lesion must be >/= 2 cm in diameter.

5. Patients may have received prior treatment with androgen ablative therapies (such as
bicalutamide, ketoconazole, DES, abiraterone) and/or "targeted" therapies (such as
tyrosine kinase inhibitors) but these therapies must be discontinued >/= 2 weeks
before initiation of study treatment. Patients who are predicted to benefit from an
antiandrogen withdrawal response should be tested for this possibility before being
considered for eligibility to this study.

6. Both chemotherapy-naïve and patients previously treated with chemotherapy are
eligible. Chemotherapy pretreated patients may have received a maximum of two prior
systemic cytotoxic chemotherapies completed at least 4 weeks prior to initiation of
study treatment.

7. Patients must have documented evidence of progressive disease as defined by any of
the following: a) PSA progression: minimum of 2 rising values (3 measurements)
obtained a minimum of 7 days apart with the last result being at least >/= 2.0 ng/mL;
b) New or increasing non-bone disease (RECIST); c) Positive bone scan with 2 or more
new lesions (PCWG2).

8. For purposes of stratification, patients will be categorized as "responders" or
"non-responders" based on their response to prior docetaxel-based therapy. a)
Responders will have demonstrated objective responses to first-line docetaxel as
determined by any of the following: 1.Decrease in PSA level >/= 50% from baseline,
maintained for >/= 6 weeks 2. Partial or complete response in lymph nodes and soft
tissue metastases by RECIST; Responders must have received >/= 225mg/m^2 (~ 3 cycles)
of docetaxel.

9. #8 Continued) b) Patients not meeting response criteria above will be considered as
non-responders. We anticipate 2 general categories of non-responders based on the
following disease phenotypes: 1. Progressive disease on therapy without any objective
evidence of response ("primary-resistant disease") 2.Progressive disease on therapy
with prior objective evidence of response, but response duration is ("docetaxel refractory disease").; Non-responders are eligible even if they have
received <225mg/m^2 of docetaxel

10. If present, peripheral neuropathy must be
11. The following pretreatment laboratory data within 14 days before registration: a)
Absolute neutrophil count (ANC) >/= 1,500/ml ; b) Platelets >/= 100,000/ml ; c) Total
bilirubin due to Gilbert's syndrome ; d) SGPT, (ALT) AND/OR SGOT (AST) patient has liver metastases, >/= 30 ml/min. using the Cockroft-Gault equation.

12. Men whose partner is a woman of childbearing potential must be willing to consent to
using effective contraception while on treatment and for at least 3 months
thereafter.

13. Patient or his legally authorized representative must provide written informed
consent.

14. Age >/= 18

15. ECOG performance status
Exclusion Criteria:

1. Radiation therapy (including palliative radiotherapy to a metastatic lesion) within
14 days or major surgery (e.g., open abdominal, pelvic, thoracic, orthopedic or
neurosurgery) within 28 days of the date of the first dose

2. Samarium-153 within 28 days of registration, or Strontium-89 within 12 weeks (84
days) of registration. Patients who have received 2 or more doses of bone-seeking
radioisotopes are not eligible.

3. Current treatment on another therapeutic clinical trial.

4. Prior treatment with cabazitaxel and/or carboplatin

5. Impending complication from bone metastases (fracture and/or cord compression).
Properly treated or stabilized fractures and/or cord compression is allowed.

6. Presence of ongoing urinary obstruction (e.g., urinary retention, hydronephrosis)
requiring medical intervention. Properly treated urinary obstruction is allowed.

7. Patient has an uncontrolled intercurrent illness (e.g., uncontrolled diabetes,
uncontrolled hypertension).

8. Patient has another serious medical or psychiatric illness that could, in the
investigator's opinion, potentially interfere with the patient's ability to provide
informed consent or with the completion of treatment according to this protocol.

9. Patients with a history of severe hypersensitivity reaction to JEVTANA® (cabazitaxel)
or other drugs formulated with polysorbate 80.

10. Patients with an active second malignancy that could, in the investigator's opinion,
potentially interfere with the patient's ability to participate and/or complete this
trial.