Human immunodeficiency virus (HIV) type 1 infection requires functional interactions of the viral surface (gp120) glycoprotein with cell surface CD4 and a chemokine coreceptor (usually CCR5 or CXCR4) and of the viral transmembrane (gp41) glycoprotein with the target cell membrane. Extensive genetic variability, generally in gp120 and the gp41 ectodomain, can result in altered coreceptor use, fusion kinetics, and neutralization sensitivity. Here we describe an R5 HIV variant that, in contrast to its parental virus, infects T-cell lines expressing low levels of cell surface CCR5. This correlated with an ability to infect cells in the absence of CD4, increased sensitivity to a neutralizing antibody recognizing the coreceptor binding site of gp120, and increased resistance to the fusion inhibitor T-20. Surprisingly, these properties were determined by alterations in gp41, including the cytoplasmic tail, a region not previously shown to influence coreceptor use. These data indicate that HIV infection of cells with limiting levels of cell surface CCR5 can be facilitated by gp41 sequences that are not exposed on the envelope ectodomain yet induce allosteric changes in gp120 that facilitate exposure of the CCR5 binding site.Human immunodeficiency virus type 1 (HIV-1) enters cells by membrane fusion mediated by its envelope (Env) glycoproteins (51). The Env proteins are synthesized as a 160-kDa precursor that is cleaved by a host protease to yield the surface gp120 (SU) and the transmembrane gp41 (TM) glycoprotein subunits. The functional Env structure is a trimer, with the gp120 subunits anchored on the virion surface by noncovalent interactions with the gp41 trimer. The gp120 binds first to CD4 and subsequently to a chemokine receptor/coreceptor (generally CCR5 or CXCR4). The gp41 then interacts with the target cell membrane through its N-terminal fusion domain, promoting lipid mixing and viral entry. An unusual feature of gp41 is its long cytoplasmic domain (CD) or tail of approximately 150 amino acids (aa), in contrast to the TM proteins of other retroviruses, such as avian and murine oncoretroviruses, which have a shorter CD (typically 20 to 30 aa).The HIV gp41 CD region includes a number of domains, the exact functions of which are not well understood. The CD includes one or more palmitoylated cysteines, which may mediate localization of the Env to lipid rafts (4, 55). A tyrosinebased (Yxx⌽) motif in the membrane-proximal region of the CD mediates binding to components of clathrin-associated adaptor complexes, which are involved in trafficking and endocytosis (3,5,7,48,56), and also targets Env to the basolateral membrane in polarized cells, resulting in basolateral budding (38, 49). The CD forms three highly conserved amphipathic ␣-helices, termed lentiviral lytic peptides (LLPs), that have been implicated in interactions that decrease the stability of lipid bilayers, causing pore formation and mediating T-cell death (11,12,22,33,42,43,62). The CD also contains two regions that closely resemble those found in calm...