18Mannheimia haemolytica serotype A2 is a common commensal species present in the 19 nasopharynx of healthy cattle. However, prior to the onset of bovine pneumonic 20 pasteurellosis, there is sudden increase in M. haemolytica serotype A1 within the upper 21 respiratory tract. The events during this selective proliferation of serotype A1 strains are 22 [19, 20] and can also be distinguished by differences in their outer membrane protein (OMP) 58 profiles [21], lipopolysaccharide types [21, 22] and nucleotide sequence variation in various 59 virulence-associated genes including lktA [23], ompA [24], tbpA and tbpB [25], plpE [26] as 60 well as a number of other genes [20]. The upper respiratory tract of healthy cattle is 61predominantly colonized by serotype A2 strains but, for reasons that are not clear (but 62 probably related to stress and/or viral infection), a transition occurs within this 63 4 microenvironment which leads to a sudden explosive proliferation in the number of serotype 64 A1/A6 bacteria present and subsequent colonization [1, 3]. This sudden and selective 65 explosion in the A1/A6 population within the upper respiratory tract leads to the inhalation of 66 bacteria-containing aerosol droplets into the trachea and lungs and the onset of pneumonic 67 pasteurellosis [27]. Crucially, the specific bacterial and host factors responsible for the 68 sudden shift from commensal serotype A2 to pathogenic serotype A1/A6 populations within 69 the upper respiratory tract are not clear. 70The leukotoxin (LktA) of M. haemolytica plays a central role in the pathogenesis of 71 pneumonic pasteurellosis and significant attention has been given to understanding the 72 molecular mechanisms associated with LktA activity within the lung [1, 3, 28, 29]. In 73 contrast, there has been far less focus on the interactions of M. haemolytica with respiratory 74 airway epithelial cells and events that might account for the sudden proliferation of serotype 75 A1/A6 bacteria within the upper respiratory tract. A contributing factor to our poor 76 understanding of early host-pathogen interactions associated with pneumonic pasteurellosis, 77 and indeed BRD in general, is the lack of physiologically-relevant and reproducible 78 methodologies with which to study the intricate molecular and immunological interactions 79 between pathogens and host. Traditionally, submerged, two-dimensional cultures of a single 80 cell type have been used to investigate interactions of M. haemolytic and other BRD 81 pathogens within the bovine respiratory tract [30-32] but these have numerous limitations: 82 they do not reflect the multicellular complexity of the parental tissue in vivo, they lack its 83 three-dimensional (3-D) architecture, and the physiological conditions are not representative 84 of those found within the respiratory tract. However, these characteristics that are lacking in 85 submerged cultures can be recapitulated using differentiated airway epithelial cells (AECs) 86 grown at an air-liquid interface (ALI) and, in recent years, s...