This article is available online at http://www.jlr.org resulting in dysregulation of ion transport, abnormal infl ammatory response signaling, and altered cholesterol homeostasis both in CF-cell models and in vivo ( 1-11 ). There are three different manifestations of the CF cholesterol phenotype: perinuclear free-cholesterol accumulation, increased membrane cholesterol content, and increased de novo cholesterol synthesis ( 10,11 ). Previously we demonstrated that accumulated perinuclear cholesterol in CF-cell models is reversible in the presence of the cAMP binding competitor Rp -cAMPS, and it colocalizes with internalized  2-adrenergic receptor (  2-AR) ( 12 ). These fi ndings implicate the arrestin/G-protein coupled receptor kinase (GRK) pathway as a potential regulator of the CF cholesterol phenotype. The same study demonstrated increased expression of  -arrestin-2 (  arr2) in CFcell models, Cftr Ϫ / Ϫ mouse nasal epithelia (MNE), and nasal scrapes obtained from CF patients compared with respective controls ( 12 ). The hypothesis to test in this study is that expression of  arr2 in CF cells mediates the development of Rp -cAMPS -sensitive cholesterol accumulation. Arrestins are multifunctional proteins that infl uence several cell regulatory pathways. The function initially identifi ed was as regulators of G-protein coupled receptors (GPCR) in concert with GRKs. Arrestins and GRKs act as silencers of a variety of GPCRs, such as  -adrenergic receptors (  -AR), rhodopsin, and CXCRs ( 13 ). Phosphorylated by GRKs, arrestins bind to GPCRs, inhibiting interactions with G-protein subunits and stimulating receptor internalization ( 6 ). In addition to the regulation of GPCRs, arrestins have been linked to cell signaling regulation, and they affect the activity of c-Src, RhoA, PI3 kinase, MAPKs, and NF-B ( 14-17 ). Arrestin-and GRK-mediated internalization of receptors utilizes the late endosomal/lysosomal Abbreviations:  2-AR,  2-adrenergic receptor;  arr2,  -arrestin-2;  arr2-GFP, GFP-tagged  arr2 cell; CF, cystic fi brosis; CFTR, cystic fi brosis transmembrane conductance regulator; DKO, double knockout; cont-GFP, GFP-expressing control cell; GPCR, G-protein coupled receptor; GRK, G-protein coupled receptor kinase; MNE, mouse nasal epithelia; NOS2, nitric oxide synthase 2; NPC1, Niemann-Pick type C-1; WT , wild-type.