GSK3 is a highly conserved kinase that negatively regulates many cellular processes by phosphorylating a variety of protein substrates. BIN2 is a GSK3-like kinase in Arabidopsis that functions as a negative regulator of brassinosteroid (BR) signaling. It was proposed that BR signals, perceived by a membrane BR receptor complex that contains the leucine (Leu)-rich repeat receptor-like kinase BRI1, inactivate BIN2 to relieve its inhibitory effect on unknown downstream BR-signaling components. Using a yeast (Saccharomyces cerevisiae) two-hybrid approach, we discovered a potential BIN2 substrate that is identical to a recently identified BR-signaling protein, BES1. BES1 and its closest homolog, BZR1, which was also uncovered as a potential BR-signaling protein, display specific interactions with BIN2 in yeast. Both BES1 and BZR1 contain many copies of a conserved GSK3 phosphorylation site and can be phosphorylated by BIN2 in vitro via a novel GSK3 phosphorylation mechanism that is independent of a priming phosphorylation or a scaffold protein. Five independent bes1 alleles containing the same proline-233-Leu mutation were identified as semidominant suppressors of two different bri1 mutations. Overexpression of the wild-type BZR1 gene partially complemented bin2/ϩ mutants and resulted in a BRI1 overexpression phenotype in a BIN2 ؉ background, whereas overexpression of a mutated BZR1 gene containing the corresponding proline-234-Leu mutation rescued a weak bri1 mutation and led to a bes1-like phenotype. Confocal microscopic analysis indicated that both BES1 and BZR1 proteins were mainly localized in the nucleus. We propose that BES1/BZR1 are two nuclear components of BR signaling that are negatively regulated by BIN2 through a phosphorylation-initiated process.BRs are a special class of plant polyhydroxysteroids that have wide distribution throughout the plant kingdom and play many important roles throughout plant development that include seed germination, stem elongation, pollen tube growth, vascular differentiation, skotomorphogenesis, and stress resistance (Clouse and Sasse, 1998;Steber and McCourt, 2001). It was well documented that gene regulation is critical for many BR-elicited physiological responses (Clouse and Feldmann, 1999), however, the signaling mechanism from BR perception to gene regulation remains largely unknown. Extensive genetic screens for BR-insensitive-signaling mutants in Arabidopsis have so far identified only two genes, BRI1 and BIN2 (Clouse et al., 1996;Kauschmann et al., 1996;Li and Chory, 1997;Noguchi et al., 1999;Li et al., 2001;Li and Nam, 2002).BRI1 encodes a Leu-rich repeat receptor-like kinase that is composed of an extracellular domain, a singlepass transmembrane segment, and an intracellular kinase domain (Li and Chory, 1997). BRI1 is a plasma membrane-localized protein and can function as a Ser/Thr kinase when expressed in Escherichia coli or animal cell culture (Friedrichsen et al., 2000;Oh et al., 2000). The extracellular domain of BRI1 can confer BR responsiveness to the kinase ...