The long neck of unconventional myosin V is composed of six tandem "IQ motifs," which are fully occupied by calmodulin (CaM) in the absence of calcium. Calcium regulates the activity, the folded-to-extended conformational transition, and the processive run length of myosin V, and thus, it is important to understand how calcium affects CaM binding to the IQ motifs. Here we used electron cryomicroscopy together with computerbased docking of crystal structures into three-dimensional reconstructions of actin decorated with a motor domain-two IQ complex to provide an atomic model of myosin V in the presence of calcium. Calcium causes a major rearrangement of the bound CaMs, dissociation of CaM bound to IQ motif 2, and propagated changes in the motor domain. Tryptophan fluorescence spectroscopy showed that calcium-CaM binds to IQ motifs 1, 3, and 5 in a different conformation than apoCaM. Proteolytic cleavage was consistent with CaM preferentially dissociating from the second IQ motif. The enzymatic and mechanical functions of myosin V can, therefore, be modulated both by calciumdependent conformational changes of bound CaM as well as by CaM dissociation.Myosin V is a double-headed, processive motor involved in transport of organelles, mRNA, and membrane trafficking (for review, see Ref. 1). A striking feature of this motor is its elongated neck region that is composed of six IQ motifs (consensus sequence IQXXXRGXXXR, where X is any amino acid), each of which binds CaM 3 or a CaM-like light chain. The long neck region enables myosin V to take 36-nm steps on actin as it moves in a hand-over-hand fashion, with communication between the heads coordinated via a strain-dependent mechanism (for reviews, see Refs. 2 and 3). In addition to its mechanical role, the neck is also involved in regulating myosin V function. In the absence of calcium, all six of the IQ motifs of murine myosin V bind apoCaM (4). Myosin V adopts a folded, inactive conformation under these conditions provided that cargo is not present (5-9). Low calcium concentrations or cargo binding in the absence of calcium unfold and activate the molecule, whereas higher calcium concentrations inhibit motility and processive movement by dissociating CaM from one or more of the IQ motifs (5, 10, 11).It is important to know the structure of CaM bound to the IQ motifs in both the apo-and in the calcium-saturated states to fully understand how the neck functions. We have previously developed atomic models for a myosin V motor domain-two IQ complex bound to actin in the absence of calcium and in several nucleotide states that mimic the progression through the ATPase cycle (12). The key results from that study were 1) ATP opens the long cleft dividing the motor domain, providing a mechanism by which the strong binding actomyosin interface is disrupted, 2) loop 2 at the actin interface is rearranged to act as a tether, when myosin is in the weak binding states, and 3) a pre-powerstroke transition state bound to actin was visualized for the first time through the use of nu...