A characteristic of memory T (T M ) cells is their ability to mount faster and stronger responses to reinfection than naĂŻve T (T N ) cells do in response to an initial infection. However, the mechanisms that allow this rapid recall are not completely understood. We found that CD8 T M cells have more mitochondrial mass than CD8 T N cells and, that upon activation, the resulting secondary effector T (T E ) cells proliferate more quickly, produce more cytokines, and maintain greater ATP levels than primary effector T cells. We also found that after activation, T M cells increase oxidative phosphorylation and aerobic glycolysis and sustain this increase to a greater extent than T N cells, suggesting that greater mitochondrial mass in T M cells not only promotes oxidative capacity, but also glycolytic capacity. We show that mitochondrial ATP is essential for the rapid induction of glycolysis in response to activation and the initiation of proliferation of both T N and T M cells. We also found that fatty acid oxidation is needed for T M cells to rapidly respond upon restimulation. Finally, we show that dissociation of the glycolysis enzyme hexokinase from mitochondria impairs proliferation and blocks the rapid induction of glycolysis upon T-cell receptor stimulation in T M cells. Our results demonstrate that greater mitochondrial mass endows T M cells with a bioenergetic advantage that underlies their ability to rapidly recall in response to reinfection. In addition, several intrinsic aspects of T M cells have been suggested to contribute to their ability to respond more efficiently, such as increased activity of proximal TCR signaling components, an "open" chromatin conformation of cytokine genes, and altered transcriptional profiles (1, 2, 5-9). However, whether bioenergetic differences contribute to this process is not clear.Resting cells like T N and T M cells interchangeably use glucose, amino acids, and lipids to fuel the tricarboxylic acid (TCA) cycle and oxidative phosphorylation (OXPHOS) for ATP production (10-12). However, proliferating cells like activated T cells promote aerobic glycolysis, which supports cell growth, proliferation, and effector functions (13-16). Although T N and T M cells both have a similar metabolism, there are metabolic differences between these cells (17). T M cells from Listeria monocytogenes-infected mice have more mitochondria than T N cells, which is consistent with our finding that T M cells but not T N cells have considerable spare respiratory capacity (SRC) (17). Because SRC is important for cellular survival and function (17)(18)(19) and T M cells are characterized by their ability to respond vigorously to Ag reencounter (20), we investigated whether bioenergetic differences between T M and T N cells contribute to the ability of T M cells to rapidly recall in response to reinfection. We show here that T M cells have more mitochondria and ATP than T N cells and that, upon activation, secondary T E cells proliferate faster, produce cytokines more quickly, and maintain more ATP ...