The X-inactive-specific transcript (Xist) locus is a cis-acting switch that regulates X chromosome inactivation in mammals. Over recent years an important goal has been to understand how Xist is regulated at the initiation of X inactivation. Here we report the analysis of a series of targeted mutations at the 5 end of the Xist locus. A number of these mutations were found to cause preferential inactivation, to varying degrees, of the X chromosome bearing the targeted allele in XX heterozygotes. This phenotype is similar to that seen with mutations that ablate Tsix, an antisense RNA initiated 3 of Xist. Interestingly, each of the 5 mutations causing nonrandom X inactivation was found to exhibit ectopic sense transcription in embryonic stem (ES) cells. The level of ectopic transcription was seen to correlate with the degree of X inactivation skewing. Conversely, targeted mutations which did not affect randomness of X inactivation also did not exhibit ectopic sense transcription. These results indicate that X chromosome choice is determined by the balance of Xist sense and antisense transcription prior to the onset of random X inactivation. X chromosome inactivation in mammals provides dosage compensation for X-linked genes between XX females and XY males (Lyon 1961). One of the two X chromosomes is transcriptionally silenced early in female development, leading to mosaic expression of either the maternal (Xm) or paternal (Xp) X chromosome in different cell populations. Although initiation of X inactivation is generally random, there are cases of either complete or partial skewing. In marsupials (Cooper et al. 1971(Cooper et al. , 1990 and in certain extraembryonic lineages of rodents (Takagi and Sasaki 1975;Wake et al. 1976;Zakian et al. 1991), there is imprinted inactivation of the paternally derived X chromosome. Partial nonrandom X inactivation occurs in mice heterozygous at the Xce locus (Cattanach et al. 1969), in interspecific vole hybrids (Zakian et al. 1991), and also in humans (Naumova et al. 1996;Plenge et al. 1997).X inactivation is regulated by a cis-acting master switch locus, classically referred to as the X inactivation center (Xic). The Xic functions in the in cis propagation of silencing over the entire chromosome, and is required at the initiation of X inactivation to determine how many (counting), and which (choice) X chromosomes are inactivated (for review, see Rastan and Brown 1990). The Xic has been defined at the molecular level and shown to comprise the X-inactive-specific transcript (Xist) gene and associated regulatory elements (for review, see Avner and Heard 2001). The Xist gene produces a large noncoding RNA that localizes to the inactive X chromosome in cis and induces chromosome-wide silencing (Brockdorff et al. 1992;Brown et al. 1992;Clemson et al. 1996;Wutz et al. 2002). The counting and choice functions of the Xic are thought to be attributable to cis-acting sequences that regulate Xist expression.X chromosome counting has been proposed to involve a blocking factor that binds to a...