For visual pigments, a covalent bond between the ligand (11-cisretinal) and receptor (opsin) is crucial to spectral tuning and photoactivation. All photoreceptors have retinal bound via a Schiff base (SB) linkage, but only UV-sensitive cone pigments have this moiety unprotonated in the dark. We investigated the dynamics of mouse UV (MUV) photoactivation, focusing on SB protonation and the functional role of a highly conserved acidic residue (E108) in the third transmembrane helix. On illumination, wild-type MUV undergoes a series of conformational changes, batho 3 lumi 3 meta I, finally forming the active intermediate meta II. During the dark reactions, the SB becomes protonated transiently. In contrast, the MUV-E108Q mutant formed significantly less batho that did not decay through a protonated lumi. Rather, a transition to meta I occurred above Ϸ240 K, with a remarkable red shift ( max Ϸ 520 nm) accompanying SB protonation. The MUV-E108Q meta I 3 meta II transition appeared normal but the MUV-E108Q meta II decay to opsin and free retinal was dramatically delayed, resulting in increased transducin activation. These results suggest that there are two proton donors during the activation of UV pigments, the primary counterion E108 necessary for protonation of the SB during lumi formation and a second one necessary for protonation of meta I. Inactivation of meta II in SWS1 cone pigments is regulated by the primary counterion. Computational studies suggest that UV pigments adopt a switch to a more distant counterion, E176, during the lumi to meta I transition. The findings with MUV are in close analogy to rhodopsin and provides further support for the importance of the counterion switch in the photoactivation of both rod and cone visual pigments.V isual pigments are seven transmembrane ␣-helical proteins that initiate the light transduction pathway in retinal photoreceptors. Whereas other G protein-coupled receptors interact with their ligands noncovalently, the visual pigments consist of 11-cis-retinal covalently attached to the apoprotein via a Schiff base (SB) linkage to a conserved lysine in transmembrane helix 7 (TM7) (Fig. 1). After absorption of light, the retinal chromophore isomerizes to the all-trans conformation and triggers a series of conformational changes that lead to the formation of the active state, R* or meta II. All-trans-retinal is eventually released from the vertebrate apoprotein, and the visual pigment can be regenerated with 11-cis-retinal.In dark-adapted rhodopsin, the SB pK a is extraordinarily high resulting in a protonated SB buried within the chromophore binding site (1). The protonation is important to prevent the spontaneous hydrolysis of the SB and contributes to the max (2, 3). The binding site of rhodopsin is neutral (4), and E113 serves as a counterion to the protonated SB (5-8). The stability of the salt bridge is enhanced by a single water molecule that interacts with the side chains of E113 and indirectly through a second water molecule that interacts with adjacent residues (9,...