Emerging evidence has shown that caveolin-1 is up-regulated in a number of metastatic cancers and can influence various aspects of cell migration. However, in general, the role of caveolin-1 in cancer progression is poorly understood. In the present study, we examined alterations in caveolin-1 expression during epithelial-to-mesenchymal transition (EMT) and the ability of caveolin-1 to alter cancer cell adhesion, an aspect of cell motility. We employed two EMT cell models, the human embryonic carcinoma cell line NT2/D1, and TGF-1-treated NMuMG cells, which are derived from normal mouse mammary epithelia. Caveolin-1 expression was substantially upregulated in both cell lines following the induction of EMT and was preceded by increased activation of focal adhesion kinase (FAK) and Src, two known tyrosine kinases involved in EMT. We hypothesized that caveolin-1 expression could be influenced by increased FAK phosphorylation, to which Src is a known contributor. Caveolin-1 (Cav-1), 2 the principal structural protein of the cholesterol-rich plasma membrane invaginations known as caveolae (1), was first discovered as a Src substrate in Rous sarcoma virus-transformed cells (2, 3), and appears to play opposing roles in the context of cancer (4). Studies have labeled it both as a tumor suppressor (5-7) and an oncogene (8 -12). Support for the tumor suppressor theory includes the fact that caveolin-1 is known to sequester and dampen the activity of a variety of signaling molecules that can cause cell transformation (13) and the localization of caveolin-1 near a tumor suppressor locus on chromosome 7 (14). Clues that caveolin-1 may be serving a tumor promoter effect first arose with the observation that prostate cancer tissue expresses more caveolin-1 than does normal tissue (15). The list has since expanded and includes esophageal squamous cell carcinoma, multiple myeloma, Ewing's sarcoma family tumors, clear cell renal carcinoma, urinary bladder tumors, and non-small cell lung cancer (4,8,16,17). This suppressor/promoter discrepancy could be due to the examination of various cell types, cancer stages, variations in in vitro versus in vivo data, or an indicator that caveolin can serve different roles depending on the context in which its function is being examined. One trend that has more recently arisen, however, is that caveolin-1 is up-regulated in a number of metastatic cancers including prostate and lung, and consistent with this, we and others (18 -21) have shown that caveolin-1 plays an important role in cell migration.Epithelial-to-mesenchymal transition (EMT) is a process that occurs during embryonic development (as stem cells differentiate into various components of the organism) (22) and during cancer progression (as tumor cells gradually acquire a more motile phenotype). Cancer cells that undergo EMT, which entails an intricate series of changes in cell-cell contacts (23), cell-matrix interactions, and cell signaling (24), can gain the ability to invade, extravasate, and potentially re-establish as a metastat...