The current study utilizes human, apoE-free high density lipoprotein reconstituted with a highly specific fluorescent-cholesteryl ester probe to define the initial steps and regulatory sites associated with the "selective" uptake and intracellular itinerary of lipoproteinderived cholesteryl esters. Bt 2 cAMP-stimulated ovarian granulosa cells were used as the experimental model, and both morphological and biochemical fluorescence data were obtained. The data show that cholesteryl ester provided through the selective pathway is a process which begins with a temperature-independent transfer of cholesteryl ester to the cell's plasma membrane. Thereafter transfer of the lipid proceeds rapidly and accumulates prominently in a perinuclear region (presumed to be the Golgi/membrane sorting compartment) and in lipid storage droplets of the cells. The data suggest that lipid transfer proteins (or other small soluble proteins) are not required for the intracellular transport of the cholesteryl esters, nor is an intact Golgi complex or an intact cell cytoskeleton (although the transfer is less efficient in the presence of certain microtubule-disrupting agents). The intracellular transfer of the cholesteryl esters is also somewhat dependent on an energy source in that a glucose-deficient culture medium or a combination of metabolic inhibitors reduces the efficiency of the transfer. A protein-mediated event may be required for cholesteryl ester internalization from the plasma membrane, in that N-ethylmaleimide dramatically blocks the internalization phase of the selective uptake process. Taken together these data suggest that the selective pathway is a factor-dependent, energy-requiring cholesteryl ester transport system, in which lipoprotein-donated cholesteryl esters probably flow through vesicles or intracellular membrane sheets and their connections, rather than through the cell cytosol.In the intact rat ovary and adrenal, blood-borne cholesteryl ester-rich high density lipoproteins (HDL) 1 supply the major share of the cholesterol used for progesterone and corticosterone production (1-4). The circulating lipoproteins are trapped in an intricate microvillar channel compartment present on the surface of the steroidogenic cells (2, 4, 5-9), and with time, cholesteryl esters (CEs) are extracted from the lipoproteins and interiorized by the cells, leaving behind the remaining lipoprotein components (2,4,(5)(6)(7)(8). This nonendocytic delivery of cholesteryl esters to cells has been termed the "selective" cholesteryl ester pathway (10