Dendritic spines are dynamic, actin-rich structures that form the postsynaptic sites of most excitatory synapses in the brain. The F-actin severing protein cofilin has been implicated in the remodeling of dendritic spines and synapses under normal and pathological conditions, by yet unknown mechanisms. Here we report that β-arrestin-2 plays an important role in NMDA-induced remodeling of dendritic spines and synapses via translocation of active cofilin to dendritic spines. NMDAR activation triggers cofilin activation through calcineurin and phosphatidylinositol 3-kinase (PI3K)-mediated dephosphorylation and promotes cofilin translocation to dendritic spines that is mediated by β-arrestin-2. Hippocampal neurons lacking β-arrestin-2 develop mature spines that fail to remodel in response to NMDA. β-Arrestin-2-deficient mice exhibit normal hippocampal long-term potentiation, but significantly impaired NMDA-dependent long-term depression and spatial learning deficits. Moreover, β-arrestin-2-deficient hippocampal neurons are resistant to Aβ-induced dendritic spine loss. Our studies demonstrate unique functions of β-arrestin-2 in NMDAR-mediated dendritic spine and synapse plasticity through spatial control over cofilin activation.T he postsynaptic sites of the majority of excitatory synapses in the central nervous system are found on dynamic protrusions called dendritic spines (1-5). Dendritic spines are filamentous actin (F-actin)-rich structures, which are regulated by actinbinding proteins that sever, bundle, polymerize, or cap F-actin filaments (6). Structural plasticity of dendritic spines has been linked to synaptic plasticity (7,8) and is thought to underlie learning and memory processes (9), whereas defects in dendritic spine morphology are associated with certain neurological disorders (10, 11). Cofilin is an F-actin-severing protein that increases the turnover of F-actin by severing the filaments and creating new barbed ends for F-actin growth (12)(13)(14)(15)(16)(17). Several studies suggest that cofilin activation by dephosphorylation may trigger dendritic spine remodeling in neurons, resulting in the destabilization and transformation of mature mushroom-shaped spines with large heads into immature thin spines in hippocampal neurons (18,19). Moreover, cofilin-mediated plasticity was reported to underlie both dendritic spine enlargement and stabilization induced by long-term potentiation (LTP) (20), as well as spine shrinkage and elimination associated with long-term depression (LTD) (21). Recent studies showing an increased number of mature spines with large heads in cofilin-deficient neurons support the role of cofilin in dendritic spine plasticity (22). Excessive cofilin activity has been implicated in stress-induced cofilin-actin rods that are found in the brain with several neurological disorders associated with dendritic spine loss (23,24). Conversely, the suppression of endogenous cofilin activation by phospho-mimetic cofilin S3D has been reported to protect neurons against amyloid-beta (Aβ)-mediated ...