How distant enhancer elements regulate the assembly of a transcription complex at a promoter remains poorly understood. Here, we use long-range gene regulation by the bacteriophage λ CI protein as a powerful system to examine this process in vivo. A 2.3-kb DNA loop, formed by CI bridging its binding sites at OR and OL, is known already to enhance repression at the lysogenic promoter PRM, located at OR. Here, we show that CI looping also activates PRM by allowing the C-terminal domain of the α subunit of the RNA polymerase bound at PRM to contact a DNA site adjacent to the distal CI sites at OL. Our results establish OL as a multifaceted enhancer element, able to activate transcription from long distances independently of orientation and position. We develop a physicochemical model of our in vivo data and use it to show that the observed activation is consistent with a simple recruitment mechanism, where the α-C-terminal domain to DNA contact need only provide ∼2.7 kcal/mol of additional binding energy for RNA polymerase. Structural modeling of this complete enhancer-promoter complex reveals how the contact is achieved and regulated, and suggests that distal enhancer elements, once appropriately positioned at the promoter, can function in essentially the same way as proximal promoter elements. I n eukaryotes, initiation of transcription is often regulated by enhancers, DNA sequences that can be located many kilobases away from the promoter. Enhancers are usually complex, being composed of multiple DNA elements that bind a variety of proteins (1, 2). The enhancer and the promoter are brought into close contact, looping the intervening DNA (3, 4), thus placing these binding elements close to the promoter. However, due to the lack of detailed understanding of enhancer-promoter complexes, how enhancers efficiently and specifically regulate initiation remains obscure (5).The action of DNA elements at and around a promoter is easier to understand. These sequences can be envisaged as a local scaffold for the assembly of transcription-favoring or transcription-inhibiting protein complexes. The promoter elements bind the transcription machinery, and promoter-proximal DNA elements position other proteins so that they can interact, favorably or unfavorably, with this machinery (2, 6-9). In prokaryotes, these promoter complexes are relatively simple. Repression of transcription is usually achieved by proteins positioned to compete with binding of RNA polymerase (RNAP), whereas transcription can be activated by proteins positioned adjacent to RNAP that contact it to stabilize initiation intermediates (8,10,11).The CI repressor of bacteriophage λ has been seminal in understanding how promoter-proximal elements are used in transcriptional regulation. Two CI binding sites, OR1 and OR2, overlap the lytic PR promoter and cooperative binding of two CI dimers to these sites competes with RNAP binding and represses the promoter. Extensive study of this complex has culminated in crystal structures that reveal how CI binds to the DNA a...