We previously used changes in the near-UV circular dichroism and fluorescence spectra of DNA base analogue probes placed site specifically to show that the first three base pairs at the fork junction in model replication fork constructs are significantly opened by "breathing" fluctuations under physiological conditions. Here, we use these probes to provide mechanistic snapshots of the initial interactions of the DNA fork with a tight-binding replication helicase in solution. The primosome helicase of bacteriophage T4 was assembled from six (gp41) helicase subunits, one (gp61) primase subunit, and nonhydrolyzable GTPγS. When bound to a DNA replication fork construct this complex advances one base pair into the duplex portion of the fork and forms a stably bound helicase "initiation complex." Replacement of GTPγS with GTP permits the completion of the helicase-driven unwinding process. Our spectroscopic probes show that the primosome in this stable helicase initiation complex binds the DNA of the fork primarily via backbone contacts and holds the first complementary base pair of the fork in an open conformation, whereas the second, third, and fourth base pairs of the duplex show essentially the breathing behavior that previously characterized the first three base pairs of the free fork. These spectral changes, together with dynamic fluorescence quenching results, are consistent with a primosome-binding model in which the lagging DNA strand passes through the central hole of the hexagonal helicase, the leading strand binds to the "outside" surfaces of subunits of the helicase hexamer, and the single primase subunit interacts with both strands.T4 DNA replication complex | helicase mechanisms | 2-aminopurine | DNA structure N ucleic acid bases at single-strand/double-strand (ss-ds) DNA junctions of replication forks and polymerase elongation sites are prime binding targets for proteins and enzymes that manipulate and modify the DNA genome. Determining the conformational changes that occur at these junctions during DNA replication, repair, and transcription can illuminate the mechanisms of these central processes of gene expression. A unique feature of base pairs at and near these ss-dsDNA junctions is that they undergo substantial position-dependent spontaneous opening and closing ("breathing" or "fraying") processes that are driven by thermal fluctuations (1). Proteins that bind more strongly to ss-than to dsDNA sequences can, in principle, use this differential binding free energy to bind these transiently open sequences as a first step in nucleic acid helicase activity, without the immediate expenditure of the chemical free energy of hydrolysis of nucleoside triphosphates (NTPs) (2). Thus, the interactions of genome regulatory proteins with thermally driven DNA breathing events are likely to be important in initiating reactions that involve the exposure and manipulation of single-stranded template sequences at replication forks or transcription bubbles within the normal dsDNA genome. Here, we examine the relations...