In this study, we report a novel mechanism of action for a cytotoxic derivative of betulinic acid (BA). B10 is a semi-synthetic glycosylated derivative of BA selected for its enhanced cytotoxic activity. Interestingly, although B10 induces apoptosis, caspase-3 downregulation incompletely prevents B10-induced cell death, Bcl-2 overexpression fails to protect cells and DNA fragmentation rates do not reflect cell death rates in contrast to cytoplasmic membrane permeabilization. These results implicate that apoptotic and non-apoptotic cell death coexist upon B10 treatment. Unexpectedly, we found that B10 induces autophagy and also abrogates the autophagic flux. B10 destabilizes lysosomes as shown by Lysotracker Red staining and by cathepsin Z and B release from lysosomes into the cytoplasm. Consistently, the cathepsin inhibitor Ca074Me significantly decreases B10-induced cell death, further supporting the fact that the release of lysosomal enzymes contributes to B10-triggered cell death. Downregulation of ATG7, ATG5 or BECN1 by RNAi significantly decreases caspase-3 activation, lysosomal permeabilization and cell death. Thus, by concomitant induction of autophagy and inhibition of the autophagic flux, B10 turns autophagy into a cell death mechanism. These findings have important implications for the therapeutic exploitation of BA derivatives, particularly in apoptosis-resistant cancers. Bioactive natural compounds or their semi-synthetic derivatives offer a considerable therapeutic potential against cancer.1 Among these, betulinic acid (BA), a triterpenoid initially derived from white birch tree, has received attention because of its multiple biological activities in mammalian cells. The pluripotency of BA is of great interest, as this compound is active against HIV, parasitic diseases and cancer.2-5 Nevertheless, the therapeutic application of this drug is currently limited because of its poor solubility in aqueous solvents and an ill-defined mode of action. To overcome these limitations, a wide variety of semi-synthetic derivatives of BA has been generated to improve its pharmacological properties for in vivo studies. In addition, detailed studies are being performed to elucidate the mechanisms of action underlying their cytotoxic activity. To date, BA and its derivatives have been reported to induce cell death in cancer cells via the activation of the intrinsic pathway of apoptosis.6 Accordingly, BA triggers the release of pro-apoptotic factors, such as cytochrome-c, from the mitochondria supposedly by interacting with the permeability pore transition complex and by modifying the balance of pro-and anti-apoptotic proteins of the Bcl-2 protein family. 6 In addition, BA and its derivatives appear to interfere with multiple signaling pathways involved in survival. PI3K, NF-kB and lipid metabolism are modulated by BA-related compounds, but whether and how these effects contribute to cell death is unknown.7-10 A better understanding of the mechanism of action of these compounds is critical to promote their therapeutic...