Complex II superfamily members catalyze the kinetically difficult interconversion of succinate and fumarate. Due to the relative simplicity of complex II substrates and their similarity to other biologically abundant small molecules, substrate specificity presents a challenge in this system. In order to identify determinants for on-pathway catalysis, off-pathway catalysis, and enzyme inhibition, crystal structures of Escherichia coli menaquinol:fumarate reductase (QFR), a complex II superfamily member, were determined bound to the substrate, fumarate, and the inhibitors oxaloacetate, glutarate, and 3-nitropropionate. Optical difference spectroscopy and computational modeling support a model where QFR twists the dicarboxylate, activating it for catalysis. Orientation of the C2-C3 double bond of activated fumarate parallel to the C(4a)-N5 bond of FAD allows orbital overlap between the substrate and the cofactor, priming the substrate for nucleophilic attack. Off-pathway catalysis, such as the conversion of malate to oxaloacetate or the activation of the toxin 3-nitropropionate may occur when inhibitors bind with a similarly activated bond in the same position. Conversely, inhibitors that do not orient an activatable bond in this manner, such as glutarate and citrate, are excluded from catalysis and act as inhibitors of substrate binding. These results support a model where electronic interactions via geometric constraint and orbital steering underlie catalysis by QFR.Complex II superfamily enzymes provide a crucial link between oxidoreduction reactions in the membrane bilayer and in the soluble milieu (1). During aerobic respiration in Escherichia coli, the complex II enzyme succinate:ubiquinone oxidoreductase oxidizes succinate and reduces ubiquinone. In bacterial anaerobic respiration with fumarate as the terminal electron acceptor, the reaction proceeds in the opposite direction, and the complex II homolog menaquinol:fumarate oxidoreductase (QFR) 4 oxidizes menaquinol and transfers the electrons to fumarate. Complex II superfamily members contain either three or four polypeptide chains (Fig. 1A): two soluble subunits (the flavoprotein, FrdA, and the iron protein, FrdB, in E. coli QFR) and either one or two integral membrane subunits (FrdC and FrdD in the E. coli QFR). Although there are significant differences in the integral membrane subunits across the family, complex II enzymes all share a high percentage of sequence identity in the soluble subunits, including the flavoprotein, where the kinetically challenging oxidoreduction of fumarate and succinate takes place (1).Numerous molecules, including metabolic intermediates and ingested toxins, structurally resemble succinate and fumarate. Some of these are excluded from the active site, whereas others act as inhibitors (Fig. 1B). Several of these come from normal respiratory processes. For example, oxaloacetate is a Krebs cycle intermediate and acts as a tight, slow