p27kip1 (p27) is an inhibitor of cyclin/cyclin-dependent kinase complexes, whose nuclear loss indicates a poor prognosis in various solid tumors. When located in the cytoplasm, p27 binds Op18/stathmin (stathmin), a microtubule (MT)-destabilizing protein, and restrains its activity. This leads to MT stabilization, which negatively affects cell migration. Here, we demonstrate that this p27 function also influences morphology and motility of cells immersed in three-dimensional (3D)matrices. Cells lacking p27 display a decrease in MT stability, a rounded shape when immersed in 3D environments, and a mesenchymal-amoeboid conversion in their motility mode. Upon cell contact to extracellular matrix, the decreased MT stability observed in p27 null cells results in accelerated lipid raft trafficking and increased RhoA activity. Importantly, cell morphology, motility, MT network composition, and distribution of p27 null cells were rescued by the concomitant genetic ablation of Stathmin, implicating that the balanced expression of p27 and stathmin represents a crucial determinant for cytoskeletal organization and cellular behavior in 3D contexts.The importance of developing and utilizing three-dimensional (3D) models to understand the molecular and cellular signaling events underlying in vivo biology is becoming increasingly clear and critical, especially in cancer (50). To spread into surrounding tissues and metastasize, tumor cells need to increase their invasive potential, rearrange their cytoskeleton, and remodel the extracellular matrix (ECM) (39). It has been proposed that internal cytoskeletal dynamics and cellular morphology can influence the environment recognition and subsequent choice of motility mode through the ECM, where cells with elongated protrusions preferably move using a mesenchymal motility while more rounded cells rather invade using an amoeboid-like motility program (17). Mesenchymal migration employs more stringent, focalized cell-matrix interactions and Rac-driven protrusions and causes proteolytic ECM remodeling, whereas amoeboid cell movement lacks focalized cell-ECM interactions and is Rho/ROCK dependent, and cells progress by squeezing their body rather than by ECM degradation (38). Because they depend upon 3D interactions with the surrounding tissue, these processes can hardly be investigated in standard 2D culture conditions, where intracellular signaling pathways directing cell polarity, proliferation, and differentiation are orchestrated in profoundly different ways (17). Over the last few years, many proteins have been implicated in the control of 2D versus 3D motility. Among others, RhoA and its ubiquitin ligase Smurf1 have been demonstrated to act in distinct ways whether cell motility is explored by 2D tissue culture assay or by 3D and in vivo models, and their roles during the migration process may greatly differ depending on the cellular state and context (37,38,45). p27 kip1 (hereafter p27) is a cell cycle inhibitor that has been implicated in the regulation of cell motility (2,4,6)....