Profiling of p53-responsive genes has been carried out in different cellular models, most of which involved genetic modifications or cytotoxic stimulation. We report on the utilization of IPH-926 human lobular breast cancer cells for the profiling of p53-responsive genes using a novel approach without such modifications. We discovered that IPH-926 cells harbor a homozygous TP53 missense mutation encoding for a rare p53 mutant (E285K) with temperature-sensitive (ts) loss of function characteristics. This mutation had evolved as a late, secondary genetic event during the natural clonal evolution of the corresponding lobular carcinoma. In vitro temperature shifts reconstituted endogenous wild-type p53 activity in IPH-926, as evidenced by induction of p21Waf1 . Transcriptional alterations associated with restored p53 function were profiled using Affymetrix microarrays and a new strategy to gate out non-specific temperature effects. At the P ¼ 0.0005 significance level, 60 genes were differentially expressed following reconstitution of p53 activity. These genes included CDKN1A, MDM2 and PHLDA3, a recently described p53-inducible inhibitor of AKT. Similar transcriptional alterations were observed upon reconstitution of p53 activity in BT-474 cells, which also harbor ts-p53 E285K, and in ASPC1 cells transduced with ts-p53 A138V. Consistent with these models, low PHLDA3 expression was associated with nuclear p53 accumulation, indicative of deleterious TP53 mutations, in primary breast cancers. From a molecular point of view, IPH-926 thus provides a new tool to study transcriptional programs controlled by p53. From a tumor pathology perspective, IPH-926 also provides the first direct evidence of a p53-related clonal evolutionary pathway in lobular breast cancer progression. Mutational inactivation of the TP53 tumor suppressor gene encoding for p53 is frequent in human breast cancer, especially in estrogen receptor (ER)-negative, medullary, basallike and BRCA1-related cases. 1-4 The p53 protein functions as a stress-induced transcription factor that regulates various cellular processes, such as growth arrest, apoptosis and energy metabolism. 5 External stresses that stabilize p53, and thus induce p53 signaling, include DNA-damaging agents and hypoxia. 6 Internal stresses that induce p53 signaling include activation of oncogenes, such as PIK3CA and PTEN. 7 Characterization of p53 transcriptional targets is of importance for understanding how mutational inactivation of TP53 promotes tumor initiation and progression. Profiling of p53-responsive genes has been carried out in different cellular models. Some of these models relied on cytotoxic cell stimulation for induction of a p53 response. 8,9 Other models utilized genetically engineered cells, which overexpressed wild-type (wt) p53, TP53 targeting shRNAs for p53 knockdown, or p53 inactivating polypeptides for functional neutralization of p53. [10][11][12][13][14][15][16] Another useful approach has been ectopic overexpression of the murine, temperature-sensitive (ts) p53 mi...