Fat1, an atypical cadherin induced robustly after arterial injury, has significant effects on mammalian vascular smooth muscle cell (VSMC) growth and migration. The related Drosophila protein Fat interacts genetically and physically with Atrophin, a protein essential for development and control of cell polarity. We hypothesized that interactions between Fat1 and mammalian Atrophin (Atr) proteins might contribute to Fat1 effects on VSMCs. Like Fat1, mammalian Atr expression increased after arterial injury and in VSMCs stimulated with growth and chemotactic factors including angiotensin II, basic fibroblast growth factor, and platelet-derived growth factor BB. Two distinct Atr2 transcripts, atr2L and atr2S, were identified by Northern analysis; in VSMCs, atr2S mRNA expression was more responsive to stimuli. By immunocytochemistry, Fat1 and Atrs colocalized at cell-cell junctions, in the perinuclear area, and in the nucleus. In coimmunoprecipitation studies, Fat1 interacted with both Atr1 and Atr2; these interactions required Fat1 amino acids 4300 -4400 and an intact Atro-box in the Atrs. Knockdown of Atrs by small interfering RNA did not affect VSMC growth but had complex effects on migration, which was impaired by Atr1 knockdown, enhanced by Atr2L knockdown, and unchanged when both Atr2S and Atr2L were depleted. Enhanced migration caused by Atr2L knockdown required Fat1 expression. Similarly, orientation of cells after monolayer denudation was impaired in cells with Atr1 knockdown but enhanced in cells selectively depleted of Atr2L. Together these findings suggest that Fat1 and Atrs act in concert after vascular injury but show further that distinct Atr isoforms have disparate effects on VSMC directional migration.Migration and proliferation of VSMCs 2 in the wall of injured blood vessels are critical activities in the pathogenesis of atherosclerosis and related, clinically important vascular diseases.Arterial injury strongly induces expression of the Fat1 cadherin, which has distinct effects on VSMC migration and proliferation (1). Fat1 and related, atypical cadherins form a subfamily characterized by large extracellular domains containing 34 cadherin motifs, a variable number of EGF repeats, one or two laminin A/G domains, and a single transmembrane domain (2). In vertebrates, the Fat subfamily consists of four members, Fat1, -2, -3, and -4 (or Fat-J), whereas in Drosophila, two members, Fat and Fat-like, have been identified (2, 3). Although the Drosophila fat (ft) mutation, which causes enlargement of all larval imaginal discs, including wing, leg, eye-antenna, haltere, and genital imaginal discs, was first described by Mohr 85 years ago (4), understanding of how Fat proteins control developmental processes has only recently started to emerge.Distinct functions have been ascribed to Drosophila Fat and Fat-like. The former acts as a suppressor of hyperplastic growth, as mentioned above, and as a mediator of planar cell polarity signals in development (4, 5). Fat has been identified in several recent studies as...