Transforming growth factor B (TGF-B) signaling via Smad proteins occurs in various cell types. However, whereas the biological response to TGF-B can be as distinct as growth promoting (i.e., mesenchymal cells) versus growth inhibiting (i.e., epithelial cells), few discernible differences in TGF-B signaling have been reported. In the current study, we examined the role of Ras in the proliferative response to TGF-B and how it might interface with Smad-dependent and Smad-independent TGF-B signaling targets. TGF-B stimulated Ras activity in a subset of mesenchymal, but not epithelial, cultures and was required for extracellular signal-regulated kinase (ERK)-dependent transcriptional responses. Although dominant negative Ras had no effect on TGF-B internalization or Smad-dependent signaling (i.e., phosphorylation, nuclear translocation, or SBE-luciferase activity), it did prevent the hyperphosphorylation of the Smad transcriptional corepressor TG-interacting factor (TGIF). This was not sufficient, however, to overcome the mitogenic response stimulated by TGF-B, which was dependent on signals downstream of p21-activated kinase 2 (PAK2). Moreover, although the initial activation of Ras and PAK2 are distinctly regulated, TGF-Bstimulated PAK2 activity is required for Ras-dependent ERK phosphorylation and Elk-1 transcription. These findings show the requirement for crosstalk between two Smad-independent pathways in regulating TGF-B proliferation and indicate that the mechanism(s) by which TGF-B stimulates growth is not simply the opposite of its growth inhibitory actions. [Cancer Res 2007;67(8):3673-82]