The opportunistic pathogen Staphylococcus aureus encounters a wide variety of fluid shear levels within the human host, and they may play a key role in dictating whether this organism adopts a commensal interaction with the host or transitions to cause disease. By using rotating-wall vessel bioreactors to create a physiologically relevant, low-fluid-shear environment, S. aureus was evaluated for cellular responses that could impact its colonization and virulence. S. aureus cells grown in a low-fluid-shear environment initiated a novel attachment-independent biofilm phenotype and were completely encased in extracellular polymeric substances. Compared to controls, low-shear-cultured cells displayed slower growth and repressed virulence characteristics, including decreased carotenoid production, increased susceptibility to oxidative stress, and reduced survival in whole blood. Transcriptional whole-genome microarray profiling suggested alterations in metabolic pathways. Further genetic expression analysis revealed downregulation of the RNA chaperone Hfq, which parallels low-fluid-shear responses of certain Gram-negative organisms. This is the first study to report an Hfq association with fluid shear in a Gram-positive organism, suggesting an evolutionarily conserved response to fluid shear among structurally diverse prokaryotes. Collectively, our results suggest S. aureus responds to a low-fluid-shear environment by initiating a biofilm/colonization phenotype with diminished virulence characteristics, which could lead to insight into key factors influencing the divergence between infection and colonization during the initial host-pathogen interaction.Fluctuations in fluid shear are encountered by pathogenic microorganisms as they occupy various host sites throughout the course of infection and/or during colonization (46). This is especially true for the opportunistic pathogen Staphylococcus aureus, which is able to adapt to and proliferate under a variety of environmental conditions, thus enabling high morbidity and mortality rates (32). The dissemination of S. aureus through a host exposes the organism to significant variations in fluid shear. For example, high levels of fluid shear (10 to 70 dynes/ cm 2 ) are encountered within the arterial blood vessels (41), whereas areas of low fluid shear could be experienced within the intestines (less than 5 dynes/cm 2 ) (24). Studies on the impact of fluid shear on S. aureus have demonstrated that bacterial adherence is directly dependent on shear rate (44). Furthermore, in response to varied levels of fluid flux, variations on the staphylococcal cell have been investigated using flow chambers to determine changes in the presence of microbial surface components recognizing adhesive matrix molecules, MSCRAMMs, which are involved in the ability of S. aureus to colonize (53). These investigations demonstrated that the S. aureus MSCRAMMs function in a shear-dependent manner, whereby the binding efficiency to host factors peaks under conditions of low fluid shear (50,54).Previo...