To better understand the role of disrupted transforming growth factor  (TGF) signaling in fibrosis, we have selectively expressed a kinase-deficient human type II TGF receptor (TRII⌬k) in fibroblasts of transgenic mice, using a lineage-specific expression cassette subcloned from the pro-␣2(I) collagen gene. Surprisingly, despite previous studies that characterized TRII⌬k as a dominant negative inhibitor of TGF signaling, adult mice expressing this construct demonstrated TGF overactivity and developed dermal and pulmonary fibrosis. Compared with wild type cells, transgenic fibroblasts proliferated more rapidly, produced more extracellular matrix, and showed increased expression of key markers of TGF activation, including plasminogen activator inhibitor-1, connective tissue growth factor, Smad3, Smad4, and Smad7. Smad2/3 phosphorylation was increased in transgenic fibroblasts. Overall, the gene expression profile of explanted transgenic fibroblasts using cDNA microarrays was very similar to that of littermate wild type cells treated with recombinant TGF1. Despite basal up-regulation of TGF signaling pathways, transgenic fibroblasts were relatively refractory to further stimulation with TGF1. Thus, responsiveness of endogenous genes to TGF was reduced, and TGF-regulated promoter-reporter constructs transiently transfected into transgenic fibroblasts showed little activation by recombinant TGF1. Responsiveness was partially restored by overexpression of wild type type II TGF receptors. Activation of MAPK pathways by recombinant TGF1 appeared to be less perturbed than Smad-dependent signaling. Our results show that expression of TRII⌬k selectively in fibroblasts leads to paradoxical ligand-dependent activation of downstream signaling pathways and causes skin and lung fibrosis. As well as confirming the potential for nonsignaling receptors to regulate TGF activity, these findings support a direct role for perturbed TGF signaling in fibrosis and provide a novel genetically determined animal model of fibrotic disease.Transforming growth factor  (TGF) 1 isoforms 1-3 are important regulators of embryonic and postnatal cell differentiation and proliferation. They are also potent profibrotic factors in vitro. Transgenic and gene-targeted mutant mice have proven valuable for investigating the important roles of the TGF family in growth and development. For example, mice lacking TGF1 show substantial embryonic lethality, and those that are born develop a fatal disseminated inflammatory illness within the first postnatal month. Conversely, mice lacking TGF2 all die neonatally with defective epithelial-mesenchymal interaction, whereas mice lacking TGF3 show a perinatal lethal phenotype with cleft palate (1). These different knock-out phenotypes suggest somewhat distinct biological functions in vivo, although all three TGF isoforms signal though the same specific receptor complex, so differential effects are likely to reflect patterns of ligand expression or the influence of accessory receptors at the...