The Bcl-2 family of proteins plays a central role in the control of apoptosis via the intrinsic pathway (1). The family is composed of two opposing groups, one promoting cell survival (comprising Bcl-2, Bcl-x L , Bcl-w, Mcl-1, and A1, each containing up to four Bcl-2 homology (BH) 3 domains) and another promoting cell death. This latter group includes Bax and Bak, proteins similar in sequence and structure to the pro-survival family members, and the so-called BH3-only proteins. In response to stress or damage signals, BH3-only proteins are up-regulated either transcriptionally or post-translationally, or both. Apoptosis results when the pro-survival proteins are overwhelmed and Bax/Bak undergo a conformational change at the mitochondrial membrane. Apoptogenic factors such as cytochrome c are then released from the mitochondrial intramembrane space into the cytosol, resulting in the activation of caspases.Many biochemical, structural, and cellular studies support an interaction between pro-survival proteins and both subgroups of pro-apoptotic proteins. The helical BH3 domain of pro-apoptotic proteins engages a cognate groove on the prosurvival proteins (2-5). Four hydrophobic amino acids from the BH3 domain insert into pockets in the groove, and a conserved aspartyl residue in the BH3 domain is hydrogen-bonded with a conserved arginyl residue on the pro-survival protein.Although the BH3-only proteins are mostly unstructured in solution (6), Bak and Bax have well characterized globular structures (7,8), remarkably similar to the pro-survival proteins, in which the BH3 domain is located within an amphipathic helix (␣2) with its hydrophobic face buried. Thus Bak and Bax cannot bind to pro-survival proteins without first everting their BH3 domains. The natural trigger for the exposure of the BH3 domain of Bak/Bax is not known, but it could be a chemical stimulus such as H 2 O 2 (9), a physical stimulus such as heat (10), or an interaction between Bak/Bax and a BH3-only protein that is up-regulated in response to cellular stresses. Some evidence supports such interactions, at least between a subset of the BH3-only proteins and Bax/Bak (11-15). The isolation of complexes of this type has proven elusive, but a recent NMR study suggests the BH3 domain of the BH3-only protein Bim binds Bax on the opposite face as compared with where a BH3 peptide binds a pro-survival protein (16). It has been proposed that this interaction triggers a structural rearrangement in Bax or Bak into large homo-oligomeric complexes at the mitochondrial membrane. Other data support a model in