RNA polymerase II pausing is the major regulatory point in transcription in higher eukaryotes.Despite considerable knowledge of the general transcriptional machinery that are required to recruit RNA pol II to a promoter, much less is known how a paused RNA pol II is established and its release regulated, and the entirety of the machinery is likely not known. In part, this is due to the absence of an appropriate biochemical system that functionally recapitulates RNA pol II pausing and elongation and with which the pausing machinery can be identified. We describe herein a cell-free system (CFS) derived from HeLa cells that recapitulates pausing and elongation events known to occur in vivo. We have used this system to show that O-GlcNAc transferase (OGT) activity is required to establish a paused pol II, without which RNA pol II does not pause and instead enters productive elongation. Coupled with previous observations we show that both O-GlcNAc addition and removal are functionally required for pausing and elongation, respectively. Furthermore, the CFS offers significant inroads into understanding RNA pol II pausing and its regulation. technologies and genome-wide studies have shown that a significant majority of promoters, from Drosophila to humans, are regulated not at PIC formation but at the paused pol II step 4 . Thus, it is important to understand the nature and regulation of the paused pol II both as a fundamental problem and because many diseases are now considered "diseases of uncontrolled transcriptional elongation" 5 .A paused pol II is thought to be established by two factors, DSIF and NELF, that together bind to pol II and effectively misalign the active site of pol II from the DNA template preventing nucleotide incorporation and elongation 6-8 . Pol II release occurs via the phosphorylation of DSIF and NELF by P-TEFb, after which NELF is lost, and the polymerase moves into a productive elongation state 9 . More recently, another catalytic activity was found to participate in pol II release, poly-ADP ribose polymerase 1 (PARP-1) 10 .Nevertheless, our understanding of the establishment of a paused polymerase is incomplete. The addition of purified DSIF and NELF does not establish a paused pol II, but only slows its elongation rate 6,7,11,12 . We also do not understand mechanistically how pausing is established or released, now that PARP-1 and OGA are likely regulating these events along with CDK7 and CDK9. These data imply then that additional factors are required to establish a paused pol II. A human cell-free system that recapitulates pol II pausing would enable dissection of the pausing machinery and the sequence of reactions that regulate pause establishment and release 13 . Removal of the O-GlcNAc post-translational modification by the O-GlcNAc aminidase (OGA) is necessary for pol II elongation in a cell-free system 14 . For this to occur, an O-GlcNAcylated protein substrate(s) must have existed prior to OGA action. Additionally, O-GlcNAcylation by the O-GlcNAc transferase (OGT) is required for the...