The retinoblastoma (RB) and p16ink4a tumor suppressors are believed to function in a linear pathway that is functionally inactivated in a large fraction of human cancers. Recent studies have shown that RB plays a critical role in regulating S phase as a means for suppressing aberrant proliferation and controlling genome stability. Here, we demonstrate a novel role for p16ink4a in replication control that is distinct from that of RB. Specifically, p16ink4a disrupts prereplication complex assembly by inhibiting mini-chromosome maintenance (MCM) protein loading in G 1 , while RB was found to disrupt replication in S phase through attenuation of PCNA function. This influence of p16ink4a on the prereplication complex was dependent on the presence of RB and the downregulation of cyclin-dependent kinase (CDK) activity. Strikingly, the inhibition of CDK2 activity was not sufficient to prevent the loading of MCM proteins onto chromatin, which supports a model wherein the composite action of multiple G 1 CDK complexes regulates prereplication complex assembly. Additionally, p16ink4a attenuated the levels of the assembly factors Cdt1 and Cdc6. The enforced expression of these two licensing factors was sufficient to restore the assembly of the prereplication complex yet failed to promote S-phase progression due to the continued absence of PCNA function. Combined, these data reveal that RB and p16ink4a function through distinct pathways to inhibit the replication machinery and provide evidence that stepwise regulation of CDK activity interfaces with the replication machinery at two discrete execution points.Due to their profound influence on tumorigenesis, substantial effort has been directed at determining the function of the p16ink4a and retinoblastoma (RB) tumor suppressors in cell cycle control. Both tumor suppressors are inactivated in human tumors, as achieved by genetic mutation, gene silencing, or functional inactivation (6,53,63,64). Biochemical and genetic evidence demonstrate a functional connection between the two tumor suppressors as part of a growth inhibitory network that is disrupted in the majority of cancers.p16ink4a is a cyclin-dependent kinase (CDK) inhibitor, which arrests cells in G 1 (38,48) and is dependent on inhibition of CDK4 and CDK2-associated activity. The influence of p16ink4a on CDK4 is mediated by direct binding and involves the disruption of CDK4/cyclin D interactions (57,63). This function of p16ink4a is required for its ability to inhibit cell cycle progression and is disrupted in tumors which express elevated levels of CDK4 (thus titrating p16ink4a) or in tumors that harbor specific CDK4 mutations that compromise p16ink4a association (28,70). In addition, p16ink4a-mediated disruption of the CDK4/cyclin D complex releases p27Kip1 and p21Cip1, leading to inhibition of CDK2 complexes (31,65). This action is similarly required for p16ink4a-mediated cell cycle inhibition and therefore differentiates the function of p16ink4a from the genetic loss of CDK4 alone. A principle target of CDK4 and CD...