Contact inhibition of proliferation is a hallmark of normal epithelial cells. By contrast, cancer cells over-ride this key constraint and proliferate in a contact-independent manner, leading to tumor formation (Hanahan and Weinberg, 2000). Contact inhibition is enforced in a rich microenvironment that includes conflicting mitogenic stimuli, such as soluble growth factors. Antagonistic interactions between growth factors and cell-cell contact are mediated through several mechanisms involving the atypical cadherin, Fat (protocadherin Fat 1), the ERM family proteins, Merlin and Expanded, the Hippo-YAP pathway and interactions between cadherins and growth factor receptors (Curto et al., 2007;Hamaratoglu et al., 2006;Lampugnani et al., 2003;Lampugnani et al., 2006;Yin and Pan, 2007).We recently demonstrated that this crosstalk has quantitative implications for contact inhibition in a microenvironment that includes the mitogen EGF (epidermal growth factor) (Kim et al., 2009). Cell-cell contact does not act as an autonomous switch and is titrated against the level of EGF to determine the net effect on cell proliferation. Only when the level of EGF is below a threshold amount does cell-cell contact inhibit proliferation, leading to a spatial pattern in proliferation in epithelial cell clusters. Furthermore, this threshold is a tuneable property. Enhancing cell-cell interactions either specifically by overexpressing E-cadherin or non-specifically by crowding cells in a micropatterned region elevates the EGF threshold. These quantitative features of contact inhibition are captured in a state diagram model (supplementary material Fig. S1).The state diagram model provides a quantitative framework for the contact dependence of cell proliferation. Cell cycle progression, however, is regulated by cell adhesion not only to its neighbors, but also to the ECM. In non-transformed cells, adhesion to the ECM is required for a full mitogenic response to growth factor stimulation (Lee and Juliano, 2004). The loss of ECM-dependent proliferation leads to anchorage-independent proliferation, another hallmark of cancer cells (Assoian, 1997). However, how anchoragedependent and contact-dependent proliferation are inter-related remains to be elucidated. This issue is particularly relevant in many physiological contexts in which epithelial cells are exposed to soluble growth factors while adhered to both an underlying ECM and to neighboring cells. How does the three-way crosstalk among cell-cell contact, ECM and growth factors quantitatively affect cell cycle regulation? How does the ECM factor into or modify the state diagram model?To begin to examine these questions, we focused on a physiologically significant property of the ECM: its mechanical compliance. Changes in ECM stiffness are associated with disease progression. A prominent example is the stiffening of the ECM during cancer progression and its role in metastasis and disruption of tissue architecture (Butcher et al., 2009;Levental et al., 2009). Matrix stiffness is now broadly app...