We generated four HIV-1 cultures that are resistant to a peptide fusion inhibitor corresponding to the first heptad repeat of gp41 in order to study mechanisms of resistance and gain insights into envelope glycoproteinmediated membrane fusion. Two genetic pathways emerged that were defined by acquisition of a specific mutation in either the first or second heptad repeat region of gp41 (HR1 or the HR2, respectively). Each pathway was enriched in mutations that clustered in either HR2 and V3 or in HR1 and residues in or near CD4 contact sites. The gp41 mutations in both pathways not only accounted for resistance to the selecting HR1 peptide but also conferred cross-resistance to HR2 peptide fusion inhibitors and enhanced the stability of the six-helix bundle formed by the self-assembly of HR1 and HR2. The gp120 mutations alone enhanced fusion but did not appear to directly contribute to resistance. The implications of these findings for resistance mechanisms and regulation of envelope-mediated fusion are discussed.Human immunodeficiency virus (HIV) entry into cells is mediated by the envelope (Env) protein, which consists of the gp120 surface subunit and the noncovalently associated gp41 transmembrane subunit. gp120 binding to cellular CD4 and chemokine receptors induces conformational changes in Env that lead to insertion of the gp41 fusion peptide into the target membrane (reviewed in references 19 and 21) and subsequent folding of two heptad-repeat regions (HR1 and HR2, also referred to as N-HR and C-HR) in gp41 into a thermostable six-helix bundle (6HB). The 6HB structure is composed of a trimeric HR1 coiled-coil core surrounded by three HR2 helices, which pack in an antiparallel fashion into the hydrophobic grooves of the coiled coil (9,41,70,76,82). Formation of the 6HB drives viral and cellular membrane fusion, which is needed for virus entry (45).Fusion inhibitors constitute a relatively new class of antiretrovirals that prevent virus entry into cells by interfering with HR1 and HR2 interactions to form the 6HB. Peptide fusion inhibitors corresponding to HR2 sequences, for example, enfuvirtide (also referred to as T20 or DP-178), have proven to be potent inhibitors of HIV infection both in vitro and in vivo (32,79). From genetic studies, biochemical studies with peptides and recombinant proteins, and structural studies of HR1 and HR2 peptides that self-assemble into a thermostable 6HB (10,11,20,33,36,46,50,62,63,74,75), it is believed that T20 binds to HR1 along the coiled-coil HR1 grooves during conformational changes to form a peptide-gp41 6HB-like structure that interferes with formation of the viral (endogenous) gp41 6HB in a dominant negative manner. However, there are also data indicating that T20 potentially interacts with other regions of Env, for example, regions of gp41 that are near or within the membrane (35,40,48), and the coreceptor binding site on gp120 possibly through electrostatic interactions (3, 83). Similar to other antiretrovirals, T20 unfortunately faces the problem of emerging viral...