Double electron electron resonance EPR methods was used to measure the effects of the allosteric modulators, phosphorylation, and ATP, on the distances and distance distributions between the two regulatory light chain of myosin (RLC). Three different states of smooth muscle myosin (SMM) were studied: monomers, the shorttailed subfragment heavy meromyosin, and SMM filaments. We reconstituted myosin with nine single cysteine spin-labeled RLC. For all mutants we found a broad distribution of distances that could not be explained by spin-label rotamer diversity. For SMM and heavy meromyosin, several sites showed two heterogeneous populations in the unphosphorylated samples, whereas only one was observed after phosphorylation. The data were consistent with the presence of two coexisting heterogeneous populations of structures in the unphosphorylated samples. The two populations were attributed to an on and off state by comparing data from unphosphorylated and phosphorylated samples. Models of these two states were generated using a rigid body docking approach derived from EM [Wendt T, Taylor D, Trybus KM, Taylor K (2001) Proc Natl Acad Sci USA 98:4361-4366] (PNAS, 2001, 98:4361-4366), but our data revealed a new feature of the offstate, which is heterogeneity in the orientation of the two RLC. Our average off-state structure was very similar to the Wendt model reveal a new feature of the off state, which is heterogeneity in the orientations of the two RLC. As found previously in the EM study, our on-state structure was completely different from the off-state structure. The heads are splayed out and there is even more heterogeneity in the orientations of the two RLC.computational modeling | structural biology M yosin II is a motor protein that can transduce chemical energy from ATP hydrolysis into mechanical work. This process involves cyclic interactions between actin in thin and myosin in thick filaments causing relative filament sliding. Smooth muscle myosin (SMM), which contains two heads, each with a motor domain (MD) and regulatory domain (RD), connected by a long coiled-coil tail domain is an example of a large multisubunit protein that is allosterically regulated by phosphorylation (for review, see ref. 1). Phosphorylation of a single serine on each regulatory light chain (RLC), which are about 100 Å distant from the active sites, is sufficient to transform the protein from a state in which the ATPase activity is weakly actin-activated to one in which it is strongly actin-activated by controlling the rate of Pi release (2). Because phosphorylation modulates the rate of ADP release (3) and also alters the attitude of the lever arm domain with respect to the MD (4), it is likely that phosphorylation modulates strain between the two heads (5).The structural basis for the allosteric regulation has been a topic of intense study. It is a difficult problem because regulation by phosphorylation requires the presence of both head domains. Cryogenic EM studies of double-headed constructs (6-9) have incorporated data fr...