To investigate the mechanism of regulation of sarco-endoplasmic reticulum Ca 2؉ -ATPase (SERCA) by phospholamban (PLB), we expressed Cerulean-SERCA and yellow fluorescent protein (YFP)-PLB in adult rabbit ventricular myocytes using adenovirus vectors. SERCA and PLB were localized in the sarcoplasmic reticulum and were mobile over multiple sarcomeres on a timescale of tens of seconds. We also observed robust fluorescence resonance energy transfer (FRET) from Cerulean-SERCA to YFP-PLB. is a P-type ion pump that maintains the Ca 2ϩ gradient across the endoplasmic reticulum. In cardiac muscle cells, calcium (Ca 2ϩ ) sequestration by SERCA is critical for muscle relaxation during the cardiac cycle, and disordered Ca 2ϩ handling is associated with cardiac dysfunction (1-3). SERCA activity is regulated by phospholamban (PLB), a helical transmembrane peptide that reduces the apparent affinity of the pump for Ca 2ϩ . Inhibition of SERCA by PLB is partially relieved through phosphorylation of PLB by protein kinase A and Ca 2ϩ /calmodulindependent protein kinase (4), which alters the structure of the PLB-SERCA regulatory complex (5) and increases PLB oligomerization into non-inhibitory pentamers (5, 6). It is widely recognized that PLB inhibition of SERCA is also relieved by elevated Ca 2ϩ , but the mechanism of this functional effect is unclear. One possibility is that PLB binds selectively to the Ca 2ϩ -free "E2" conformation of SERCA and cannot bind to the Ca 2ϩ -bound "E1" conformation (Fig. 1A, Dissociation Model). This model is supported by the observation that elevated Ca 2ϩ abolishes chemical cross-linking of the PLB transmembrane domain to reactive residues on SERCA (7-11) and reduces coimmunoprecipitation (12). Cross-linking was also prevented by the SERCA inhibitor thapsigargin (Tg) (7, 9 -11). Another recent study showed that oligomerization of a PLB-SERCA fusion construct was increased by micromolar Ca 2ϩ (13), consistent with the idea that Ca 2ϩ causes displacement of PLB from the inhibitory cleft, permitting PLB self-association into pentamers. Overall, these data suggest that only certain conformational substates of SERCA interact with PLB. The dissociation model predicts that PLB unbinds from SERCA during the period of systole (cardiac contraction) when Ca 2ϩ is high, and the regulatory complex reforms during diastole (cardiac relaxation) when the cytoplasmic Ca 2ϩ concentration is low. An alternative theory was generated from in vitro measurements of fluorescence resonance energy transfer (FRET) between SERCA and PLB. Mueller et al. (14) showed that FRET was decreased, but not abolished, by Ca 2ϩ . This result suggested that relief of inhibition was accomplished by a conformational change of the regulatory complex, rather than unbinding of PLB from the pump. This study estimated a dissociation constant significantly lower than the expected in vivo concentrations of PLB and SERCA. Li et al. (15) also provided evidence from fluorescence spectroscopy that suggests that the binding of PLB and Ca 2ϩ is not...