The bacterial flagellar motor has been shown in previous work to adapt to changes in the steady-state concentration of the chemotaxis signaling molecule, CheY-P, by changing the FliM content. We show here that the number of FliM molecules in the motor and the fraction of FliM molecules that exchange depend on the direction of flagellar rotation, not on CheY-P binding per se. Our results are consistent with a model in which the structural differences associated with the direction of rotation modulate the strength of FliM binding. When the motor spins counterclockwise, FliM binding strengthens, the fraction of FliM molecules that exchanges decreases, and the ring content increases. The larger number of CheY-P binding sites enhances the motor's sensitivity, i.e., the motor adapts. An interesting unresolved question is how additional copies of FliM might be accommodated.Escherichia coli | motility M otile Escherichia coli swim by rotating helical flagellar filaments with tiny, reversible, ion-driven motors (1). Each motor switches between clockwise (CW) and counterclockwise (CCW) states. Modulation of reversal frequency allows the bacterium to swim toward attractants or away from repellents (chemotaxis). CW rotation is promoted by the binding of an activated cytoplasmic response regulator, CheY-P, to the C-ring component FliM. CheY-P binds to FliM and then to FliN (2), triggering a change in the conformation of FliG, a component at the periphery of the C-ring engaged by the stator element MotA.CheY-P serves to link the input of the chemotaxis network (the receptors) to the output (the flagellar motors). An important feature of the chemotaxis network is precise adaptation to chemical stimuli, which involves resetting of the motor output to the prestimulus output, measured in terms of the probability of CW rotation (CW bias ). Adaptation regulates the chemotactic sensitivity and extends the range of signal detection, enhancing chances of survival. Until recently, adaptation was believed to occur only at the level of chemoreceptors (3). Recent experiments revealed that the motor itself has the ability to adapt to varying CheY-P levels by dynamically increasing the content of FliM, a process that is independent of receptor methylation and demethylation (4). This helps the cell match the motor's operating point to the levels of CheY-P set by the chemotaxis signaling pathway. However, the mechanism by which the motor detects CheY-P levels and remodels the FliM ring is unknown (5). Here, we dissect this mechanism.Results and Discussion Effect of Direction of Rotation on FliM Numbers. We used total internal reflection fluorescence (TIRF) microscopy to visualize the numbers of molecules of FliM-eYFP (FliM fused to yellow fluorescence protein) in individual motors of tethered cells of E. coli spinning exclusively CW or CCW. The CW cells either contained large amounts of CheY-P or were deleted for cheY and expressed a FliG varient locked in the CW state, which does not affect other motor properties (6, 7). CCW cells were simpl...