Variola virus, the causative agent of smallpox, enters and exits the host via the respiratory route. To better understand the pathogenesis of poxvirus infection and its interaction with respiratory epithelia, we used vaccinia virus and examined its interaction with primary cultures of well-differentiated human airway epithelia. We found that vaccinia virus preferentially infected the epithelia through the basolateral membrane and released viral progeny across the apical membrane. Despite infection and virus production, epithelia retained tight junctions, transepithelial electrical conductance, and a steep transepithelial concentration gradient of virus, indicating integrity of the epithelial barrier. In fact, during the first four days of infection, epithelial height and cell number increased. These morphological changes and maintenance of epithelial integrity required vaccinia virus growth factor, which was released basolaterally, where it activated epidermal growth factor 1 receptors. These data suggest a complex interaction between the virus and differentiated airway epithelia; the virus preferentially enters the cells basolaterally, exits apically, and maintains epithelial integrity by stimulating growth factor receptors.The threat of bioterrorism has raised concern that smallpox could reemerge as a significant disease entity (10,21,46). The large population of unvaccinated individuals, the many immunocompromised people, and the lack of good treatments suggest that variola virus, the causative agent of smallpox, has the potential for extensive and rapid spread. Thus, there is a renewed interest in understanding poxvirus pathogenesis.Variola virus infection occurs following the inhalation of virus-laden airborne droplets (7, 12, 13a, 34). Virus replication within the lung and lymphoid system is followed by viremia (16,41,57). Patients remain asymptomatic during the 7-to 17-daylong incubation period, after which symptoms develop, including fever, malaise, and head and body aches, followed by oropharyngeal lesions and skin rash 2 to 4 days later. Sloughing of oropharyngeal lesions and respiratory tract release discharge infectious viral particles into the air, perpetuating human-tohuman spread (14, 27, 52). The high mortality rate associated with smallpox results from the overwhelming toxemia leading to respiratory and/or cardiac failure. These observations indicate that infection involves viral entry and exit through the oropharyngeal-respiratory route and suggest that the airways may play a key role in the viral life cycle.Because of the risks of experiments using variola virus, the limitations and difficulties associated with studies of nonhuman animals, and insufficient clinical information from humans, much of our knowledge about the interaction between poxvirus and the host has come from studies using vaccinia virus and cultured cells. Vaccinia virus is the orthopoxvirus used for immunization against smallpox, and it is widely substituted for variola virus in the investigation of poxvirus biology (20,28,4...