Synthetic progesterone used in contraception drugs (progestins) can promote breast cancer growth, but the mechanisms involved are unknown. Moreover, it remains unclear whether cytoplasmic interactions between the progesterone receptor (PR) and estrogen receptor alpha (ERa) are required for PR activation. In this study, we used a murine progestin-dependent tumor to investigate the role of ERa in progestin-induced tumor cell proliferation. We found that treatment with the progestin medroxyprogesterone acetate (MPA) induced the expression and activation of ERa, as well as rapid nuclear colocalization of activated ERa with PR. Treatment with the pure antiestrogen fulvestrant to block ERa disrupted the interaction of ERa and PR in vitro and induced the regression of MPA-dependent tumor growth in vivo. ERa blockade also prevented an MPA-induced increase in CYCLIN D1 (CCND1) and MYC expression. Chromatin immunoprecipitation studies showed that MPA triggered binding of ERa and PR to the CCND1 and MYC promoters. Interestingly, blockade or RNAi-mediated silencing of ERa inhibited ERa, but not PR binding to both regulatory sequences, indicating that an interaction between ERa and PR at these sites is necessary for MPA-induced gene expression and cell proliferation. We confirmed that nuclear colocalization of both receptors also occurred in human breast cancer samples. Together, our findings argued that ERa-PR association on target gene promoters is essential for progestin-induced cell proliferation. Cancer Res; 72(9); 2416-27. Ó2012 AACR.