The function of retinoblastoma protein (pRb) in the regulation of small intestine epithelial cell homeostasis has been challenged by several groups using various promoter-based Cre transgenic mouse lines. Interestingly, different pRb deletion systems yield dramatically disparate small intestinal phenotypes. These findings confound the function of pRb in this dynamic tissue. In this study, Villin-Cre transgenic mice were crossed with Rb (flox/flox) mice to conditionally delete pRb protein in small intestine enterocytes. We discovered a novel hyperplasia phenotype as well as ectopic cell cycle reentry within villus enterocytes in the small intestine. This phenotype was not seen in other pRb family member (p107 or p130) null mice. Using a newly developed crypt/villus isolation method, we uncovered that expression of pRb was undetectable, whereas proliferating cell nuclear antigen, p107, cyclin E, cyclin D3, Cdk2, and Cdc2 were dramatically increased in pRb-deficient villus cells. Cyclin A, cyclin D1, cyclin D2, and Cdk4/6 expression was not affected by absent pRb expression. pRb-deficient villus cells appeared capable of progressing to mitosis but with higher rates of apoptosis. However, the cycling villus enterocytes were not completely differentiated as gauged by significant reduction of intestinal fatty acid-binding protein expression. In summary, pRb, but not p107 or p130, is required for maintaining the postmitotic villus cell in quiescence, governing the expression of cell cycle regulatory proteins, and completing of absorptive enterocyte differentiation in the small intestine.The small intestine is a very dynamic tissue with proliferative epithelial cells invaginating into the mesenchyme to form flaskshaped crypts, whereas differentiated cells project into the lumen, covering finger-like villi. Fresh cells are generated from the stems cells that are either seated at the traditional ϩ4 position from the bottom of the crypts or scattered between Paneth cells (so-called crypt base columnar cells) (1-3). Newly produced cells either migrate upward onto the villus and differentiate into absorptive enterocytes, goblet cells, or enteroendocrine cells or migrate down to the crypt bottom and differentiate into Paneth cells. After the cells pass the cryptvillus junction, they have already exited the cell cycle and are terminally differentiated into functional absorptive or secretory cells. These functionally differentiated cells finally shed into the lumen roughly 3-5 days after original generation (4).Retinoblastoma protein (pRb) 2 belongs to a pocket protein family, which also includes p107 and p130 (5). The major function of the pocket protein family members is to regulate the G 1 /S checkpoint and cell cycle progression, mainly through interaction with the E2F family of transcription factors that, in turn, regulate many genes necessary for both the G 1 /S and G 2 /M transition (6). Because germ line Rb Ϫ/Ϫ is lethal, pRb function has recently been studied in a conditional tissue-specific ablation fashion (7,8). In ...