Detailed understanding of protein function and malfunction hinges on the ability to characterize transiently populated states and the transitions between them. Here, we use 15 N, 1 H N , and 13 CO NMR R 2 relaxation dispersion to investigate spontaneous unfolding and refolding events of native apomyoglobin. Above pH 5.0, dispersion is dominated by processes involving fluctuations of the F-helix region, which is invisible in NMR spectra. Measurements of R 2 dispersion for residues contacted by the F-helix region in the native (N W ithin the cell, unfolding and refolding of proteins occurs constantly, and spontaneous unfolding and misfolding processes play a central role in the formation of amyloid fibrils (1). In addition, fluctuations between native protein structure and partially or fully unfolded states have functional significance for binding, allosteric regulation, translocation across membranes, protein trafficking, secretion, and degradation (2). Despite the importance of spontaneous unfolding for protein function and cellular proteostasis, little is known about the transient, partially unfolded states that are formed. Detailed structural characterization of such states is difficult because of their inherently low populations and the conformational heterogeneity present when both native and partially unfolded states simultaneously exist in solution.Carr-Purcell-Meiboom-Gill (CPMG)-based R 2 relaxation dispersion experiments are unique in their ability to measure the kinetics of microsecond-millisecond exchange processes involving transient states with populations as sparse as 1%, and, in addition, allow determination of the associated NMR chemical shift changes (Δω) (3-5). In these experiments, the effective transverse relaxation rate R eff 2 is deconvoluted into the contribution from the exchange process, R ex , which varies with the pulsing frequency in the CPMG refocusing element, and the intrinsic relaxation rate R 0 2 . Here, we apply a series of amide and carbonyl R 2 dispersion experiments to investigate transient unfolding and refolding events within the native (N) state freeenergy landscape of apomyoglobin (apoMb).ApoMb is an ideal model system for studies of protein folding/ unfolding equilibria. The folded state is marginally stable at neutral pH, adopting a similar tertiary structure to the holoprotein except for disorder in the EF loop, F helix, FG loop, and N-terminal region of the G helix (residues 82-104), which appear to fluctuate between a folded native-like conformational substate and an ensemble of locally unfolded states (6, 7). ApoMb forms an equilibrium molten globule (MG) state at pH 4.1, amenable to direct investigation by NMR, which contains a significant number of native contacts and an overall compactness close to that of the N state (8-10). Kinetic refolding experiments show rapid formation of a burst-phase intermediate that resembles the equilibrium MG and contains native-like topology in the most structured regions (10-12). Folding to the N state from the MG is the overall ra...