Using a module exchange approach, we have tested a longstanding model for the role of Cro repressor in prophage induction. This epigenetic switch from lysogeny to the lytic state occurs on activation of the host SOS system, which leads to specific cleavage of CI repressor. It has been proposed that Cro repressor, which operates during lytic growth and which we shall term the lytic repressor, is crucial to prophage induction. In this view, Cro binds to the O R3 operator, thereby repressing the cI gene and making the switch irreversible. Here we tested this model by replacing Cro with a dimeric form of Lac repressor and adding several lac operators. This approach allowed us to regulate the function of the lytic repressor at will and to prevent it from repressing cI, because lac repressor could not repress P RM in our constructs. Repression of cI by the lytic repressor was not required for prophage induction to occur. However, our evidence suggests that this binding can make induction more efficient, particularly at intermediate levels of DNA damage that otherwise cause induction of only a fraction of the population. These results indicate that this strategy of module exchange will have broad applications for analysis of gene regulatory circuits.circuit design ͉ epigenetic switch ͉ gene regulation ͉ systems biology ͉ threshold behavior A cell infected with can follow either of two exclusive pathways (1, 2). In the lytic pathway, a temporal pattern of gene expression occurs, the viral DNA replicates, and Ϸ100 new virions are made and released by cell lysis. In the alternative lysogenic pathway, the phage DNA is integrated into the host genome, and its lytic genes are repressed by CI repressor, resulting in a stable association with the host termed the lysogenic state. The initial choice between these two pathways is largely determined by the level of a viral regulatory protein, CII. If CII levels are high, it stimulates three promoters that act in various ways (3) to favor the lysogenic pathway. CII is unstable but is stabilized by another viral protein, CIII. Infection with several phages favors high CII levels and the lysogenic pathway (1, 4); poorly understood physiological factors also likely help to regulate CII levels.The lysogenic state is highly stable; however, it can switch to the lytic state in an epigenetic switch called prophage induction (2, 5). Upon induction of the host SOS system (6) by DNA damage, such as from UV irradiation, RecA protein is activated to a form that mediates specific cleavage of CI (7, 8), inactivating CI and allowing expression of lytic genes and the lytic pathway.The central events that control and stabilize the regulatory states occur in the O R region (Fig. 1A). This region contains two promoters: the lytic promoter P R , from which cro and several early lytic genes are expressed, and P RM , from which cI is expressed in a lysogen. O R also contains three operator sites to which both Cro and CI bind. In addition, both proteins bind to three operators in the O L region; binding ...