Pathogenic members of the flavivirus family, including West Nile Virus (WNV) and Dengue Virus (DV), are growing global threats for which there are no specific treatments. The two-component flaviviral enzyme NS2B-NS3 cleaves the viral polyprotein precursor within the host cell, a process that is required for viral replication. Here, we report the crystal structure of WNV NS2B-NS3pro both in a substrate-free form and in complex with the trypsin inhibitor aprotinin/BPTI. We show that aprotinin binds in a substrate-mimetic fashion in which the productive conformation of the protease is fully formed, providing evidence for an ''induced fit'' mechanism of catalysis and allowing us to rationalize the distinct substrate specificities of WNV and DV proteases. We also show that the NS2B cofactor of WNV can adopt two very distinct conformations and that this is likely to be a general feature of flaviviral proteases, providing further opportunities for regulation. Finally, by comparing the flaviviral proteases with the more distantly related Hepatitis C virus, we provide insights into the evolution of the Flaviviridae fold. Our work should expedite the design of protease inhibitors to treat a range of flaviviral infections.Keywords: protein structure/folding; conformational changes; enzymes; active sites; viral proteases; crystallography; enzyme inhibitors; mechanism-enzymes; protein structures-new Supplemental material: see www.proteinscience.org Flaviviruses, such as the closely related West Nile (WNV) and Dengue (DV) viruses, are members of a larger family called the Flaviviridae (Rice 1996; Burke and Monath 2001), which include the more distantly related hepaciviruses (e.g., Hepatitis C Virus [HCV]) and pestiviruses (e.g., Bovine virus diarrhea). WNV, DV, and HCV are recognized as major health threats that affect millions of people worldwide, with no specific countermeasures to treat them. WNV is transmitted to animals, including humans, by mosquito bites. It is encoded by a singlestrand, positive-sense, 11-kb RNA genome, which serves as mRNA for synthesis of the polyprotein precursor and as a template for genome replication in the host cell. The genome encodes three structural proteins found in the mature virion (C, prM, and E) and seven ''nonstructural'' (i.e., not part of the virion architecture) proteins (NS1, NS2A, NS2B, NS3, NS4A, NS4B, and NS5) ( Abbreviations: NS, nonstructural; NS3pro, NS3 protease domain; WNV, West Nile Virus; DV, Dengue Virus; HCV, Hepatitis C Virus; JEV, Japanese Encephalitis Virus; KV, Kunjin Virus; YFV, Yellow Fever Virus; TM, transmembrane (helix); RSMD, root mean square deviation; NSLS, Brookhaven National Synchrotron Light Source; ALS, Berkeley Advanced Light Source; MAD, multiwavelength anomalous dispersion; DTT, dithiothreitol.Article published online ahead of print. Article and publication date are at