Human telomeres are composed of duplex TTAGGG repeats and a 3 single-stranded DNA tail. The telomeric DNA is protected and regulated by the shelterin proteins, including the protection of telomeres 1 (POT1) protein that binds telomeric single-stranded DNA. The single-stranded tail can fold into G-quadruplex (G4) DNA. Both POT1 and G4 DNA play important roles in regulating telomere length homeostasis. To date, most studies have focused on individual quadruplexes formed by four TTAGGG repeats. Telomeric tails in human cells have on average six times as many repeats, and no structural studies have examined POT1 binding in competition with G4 DNA folding. Using single molecule atomic force microscopy imaging, we observed that the majority of the telomeric tails of 16 repeats formed two quadruplexes even though four were possible. The result that physiological telomeric tails rarely form the maximum potential number of G4 units provides a structural basis for the coexistence of G4 and POT1 on the same DNA molecule, which is observed directly in the captured atomic force microscopy images. We further observed that POT1 is significantly more effective in disrupting quadruplex DNA on long telomeric tails than an antisense oligonucleotide, indicating a novel POT1 activity beyond simply preventing quadruplex folding.Cells with linear chromosomes must solve the following two problems: the progressive lagging strand shortening with each cycle of DNA replication and the need to protect the ends of linear chromosomes from unwanted DNA damage responses (1). As a solution to both these problems, telomeres stand at the junction between aging, genomic stability, and cancer.Telomeres are composed of the "shelterin complex" of proteins and TTAGGG repeats of duplex DNA along with an ssDNA overhang or "tail" of 50 -500 nucleotides (1). The ssDNA tail can fold into G-quadruplex DNA (G4 DNA), 4 which consists of three tetrads of four guanines that form Hoogsteen base pairs with each other (Fig. 1A). These tetrads are in a square planar conformation and are stacked atop one another with the TTA sequences forming linker loops (2, 3). The formation of G4 DNA has been shown to inhibit the telomere-lengthening enzyme complex telomerase in vitro (4), although a recent in vivo study of Saccharomyces cerevisiae telomerase found that G4 DNA can promote the activity of yeast telomerase (5).Protection of telomeres 1 (POT1) is part of the shelterin protein complex and binds to single-stranded telomeric TTAGGG repeats (6, 7). POT1 protects mammalian chromosome ends from the ataxia telangiectasia mutated and Rad3-related (ATR)-dependent DNA damage response, inhibits 5Ј end resection at telomere termini, and regulates telomerase-mediated telomere extension (8). Although POT1 was shown to trap an oligonucleotide with four telomere repeats in an unfolded state to prevent G4 formation (4), the biological significance of this result is unclear. First, POT1 could not bind the short four telomere repeat substrate when the oligonucleotide was prefolded into...