The anticarcinogenicity of some flavonoids has been attributed to modulation of the cytochrome P450 enzymes, which metabolize procarcinogens to their activated forms. However, the mechanism by which flavonoids inhibit some P450-mediated activities while activating others is a longstanding, intriguing question. We employed flash photolysis to measure carbon monoxide binding to P450 as a rapid kinetic technique to probe the interaction of the prototype flavonoid ␣-naphthoflavone with human cytochrome P450s 1A1 and 3A4, whose benzo[a]pyrene hydroxylation activities are respectively inhibited and stimulated by this compound. This flavonoid inhibited P450 1A1 binding to benzo-[a]pyrene via a classical competitive mechanism. In contrast, ␣-naphthoflavone stimulated P450 3A4 by selectively binding and activating an otherwise inactive subpopulation of this P450 and promoting benzo-[a]pyrene binding to the latter. These data indicate that flavonoids enhance activity by increasing the pool of active P450 molecules within this P450 macrosystem. Activators in other biological systems may similarly exert their effect by expanding the population of active receptor molecules.Owing to their wide distribution in fruits, vegetables, and grain products, flavonoids are a regularly consumed component of the human diet (1, 2). Increased consumption of these phytochemicals is associated with decreased risk for colon, rectum, and lung cancers (3, 4). Anticarcinogenicity in rodents (5, 6) has been attributed to modulation of the cytochrome P450 enzymes that metabolize xenobiotic and endogenous compounds, including activation of procarcinogens to their carcinogenic forms (7-9). Numerous studies have shown that individual flavonoids may either activate or inhibit P450-mediated activities depending on the target P450 form (10 -12). The mechanism of flavonoid action is unclear yet of intense interest owing to the putative role of dietary flavonoid consumption in P450-mediated chemical carcinogenesis and the potential for development of therapeutic flavonoid modulators of specific P450s. ␣-Naphthoflavone (ANF) 1 is a prototype flavonoid whose inhibition of P450-mediated activities was first reported over 25 years ago (13) and that has subsequently been used to examine the mechanism of flavonoid action (14,15). Most of these studies have assessed the effect of ANF on P450-mediated hydroxylation of the polycyclic aromatic hydrocarbon benzo[a]pyrene (BP), an environmental pollutant present in cigarette smoke and polluted air that is carcinogenic in experimental animals (16).The P450 system metabolizes BP to a variety of products including activated metabolites that covalently bind to cellular macromolecules and initiate carcinogenesis (17,18). Among the human P450s primarily responsible for metabolizing BP (18) are P450s 3A4 and 1A1. P450 3A4 is a major liver P450 that also metabolizes many important drugs (19), whereas P450 1A1 is normally undetectable in human liver but present in lung (20), where it is induced by cigarette smoking and is ass...