The p38 signaling pathway is activated in response to cell stress and induces production of proinflammatory cytokines. P38␣ is phosphorylated and activated in response to cell stress by MKK3 and MKK6 and in turn phosphorylates a number of substrates, including MAPKAP kinase 2 (MK2). We have determined the crystal structure of the unphosphorylated p38␣-MK2 heterodimer. The C-terminal regulatory domain of MK2 binds in the docking groove of p38␣, and the ATP-binding sites of both kinases are at the heterodimer interface. The conformation suggests an extra mechanism in addition to the regulation of the p38␣ and MK2 phosphorylation states that prevents phosphorylation of substrates in the absence of cell stress. Addition of constitutively active MKK6-DD results in rapid phosphorylation of the p38␣-MK2 heterodimer.The p38 signal transduction pathway regulates cellular inflammatory responses. The pathway is activated by proinflammatory cytokines, tumor necrosis factor ␣, bacterial lipopolysaccharides, or osmotic stress (1) and results in increased levels of tumor necrosis factor ␣, interleukin 1, interleukin 6, interleukin 10 interferon-␥, and COX-2 (2, 3). Inhibitors of this pathway have been demonstrated to reduce inflammation (4). The p38 kinase family has four members: P38␣, , ␥, and ␦ (5). P38␣ and  are the main transponders of the inflammatory response (6) and have been targets for anti-inflammatory therapy. Several p38␣ and  inhibitors are in clinical trials for the treatment of chronic obstructive pulmonary disease, psoriasis, and rheumatoid arthritis (7). Activated p38␣ phosphorylates transcription factors such as ATF2, Elk-1, and MEF2A and downstream kinases such as MAPKAP kinase 2 (MK2), 2 MK3, PRAK, MNK1/2, and MSK1 (8, 9). Several p38␣ substrates are phosphorylated in the nucleus, others in the cytoplasm. MK2 also phosphorylates proteins found in both the nucleus (cAMP-response elementbinding protein, or CREB) (10) and cytoplasm (HSP25/27 and LSP-1) (11,12). Two splice variants of MK2 have been identified. MK2a contains the nuclear localization signal (NLS) and the p38 docking domain, whereas MK2b is a truncated variant of MK2 that lacks the NLS and p38 docking domain (13,14). MK2b is still phosphorylated by p38␣ but the signal transduction is less efficient (15). P38␣ forms a complex with MK2a even when the signaling pathway is not activated (16). This heterodimer is found mainly in the nucleus. Upon activation of the p38␣ signaling cascade, p38␣ and MK2a phosphorylate their nuclear substrates before translocating to the cytoplasm. P38␣ does not have a nuclear export signal (NES) and cannot leave the nucleus by itself but rather needs to be associated with MK2a. The NES of MK2a facilitates the transfer of both kinases from the nucleus to the cytoplasm but only after MK2 has been phosphorylated by p38␣ (17,18 has been demonstrated to be critical for the nuclear export of the p38␣-MK2 complex, whereas the kinase activity of MK2 is not (18). Phosphorylation of Thr 334 is believed to induce a conformation...