High-risk human papillomaviruses encode two oncogenes, E6 and E7, expressed in nearly all cervical cancers. Although E7 protein is best known for its ability to inactivate the retinoblastoma tumor suppressor protein, pRb, many other activities for E7 have been proposed in in vitro studies. Herein, we describe studies that allowed us to define unambiguously the pRb-dependent and -independent activities of E7 for the first time in vivo. In these studies, we crossed mice transgenic for human papillomavirus 16 E7 to knock-in mice genetically engineered to express a mutant form of pRb (pRb ⌬LXCXE ) that is selectively defective for binding E7. pRb inactivation was necessary for E7 to induce DNA synthesis and to overcome differentiation-dependent cell cycle withdrawal and DNA damage-induced cell cycle arrest. While most of E7's effects on epidermal differentiation were found to require pRb inactivation, a modest delay in terminal differentiation with resulting hyperplasia was observed in E7 mice on the Rb ⌬LXCXE mutant background. E7-induced p21 upregulation was also pRb dependent, and genetic Rb inactivation was sufficient to reproduce this effect. While E7-mediated p21 induction was partially p53 dependent, neither p53 nor p21 induction by E7 required p19 ARF . These data show that E7 upregulates the expression of p53 and p21 via pRb-dependent mechanisms distinct from the proposed p19-Mdm2 pathway. These results extend our appreciation of the importance of pRb as a relevant target for high-risk E7 oncoproteins.Human papillomaviruses (HPVs) are small DNA viruses and the causative agents of epithelial warts. The so-called "high-risk" HPVs, including HPV-16, infect the anogenital tract epithelium and are associated with almost all cases of cervical cancer, a leading cause of cancer mortality in women worldwide (64,69). Although the HPV genome usually exists extrachromosomally, many HPV-associated cancers contain HPV genomes integrated into the host DNA (20). These integrated genomes invariably contain intact viral E6 and E7 genes, and integration causes their increased expression (35). These data suggest that E6 and E7 contribute to the development of cervical cancers.HPV-16 E7 is a small nuclear phosphoprotein with potent transforming and tumorigenic properties. Coexpression of E6 and E7 is necessary and sufficient to transform primary human keratinocytes (48), and E7 acts robustly in a number of other in vitro transformation assays (6,44,52,62,63,65). E7-expressing cells exhibit genomic instability in culture (17,18,56,66,67) and have impaired cell cycle arrest responses to DNA damage (12,60). Additionally, expression of E7 in primary human keratinocytes or in transgenic mice results in abnormal centrosome synthesis, with associated multipolar mitoses and aneuploidy (3,(15)(16)(17). Previously, our laboratory generated mice transgenic for HPV-16 E7 under the control of the keratin 14 promoter, targeting E7 expression to the basal layer of stratified squamous epithelia such as the skin and cervical epithelium (30). Th...