Abstract-We have recently demonstrated that stem cell antigen 1-positive (Sca-1 ϩ ) progenitors exist in the vascular adventitia of apolipoprotein E-deficient (apoE Ϫ/Ϫ ) mice and contribute to smooth muscle cell (SMC) accumulation in vein graft atherosclerosis. Using a combined proteomic and metabolomic approach, we now characterize these local progenitors, which participate in the formation of native atherosclerotic lesions in chow-fed apoE Ϫ/Ϫ mice. Unlike Sca-1 ϩ progenitors from embryonic stem cells, the resident Sca-1 ϩ stem cell population from the vasculature acquired a mature aortic SMC phenotype after platelet-derived growth factor-BB stimulation. It shared proteomic and metabolomic characteristics of apoE Ϫ/Ϫ SMCs, which were clearly distinct from wild-type SMCs under normoxic and hypoxic conditions. Among the differentially expressed proteins were key enzymes in glucose metabolism, resulting in faster glucose consumption and a compensatory reduction in baseline interleukin-6 secretion. The latter was associated with a marked upregulation of insulin-like growth factor binding proteins (IGFBPs) 3 and 6. Notably, reconstitution of interleukin-6 to levels measured in the conditioned medium of wild-type SMCs attenuated the elevated IGFBP expression in apoE Ϫ/Ϫ SMCs and their vascular progenitors. This coregulation of apoE, interleukin-6, and IGFBPs was replicated in wild-type SMCs from hypercholesterolemic mice and confirmed by silencing apoE expression in SMCs from normocholesterolemic mice. In summary, we provide evidence that Sca-1 ϩ progenitors contribute to native atherosclerosis in apoE Ϫ/Ϫ mice, that apoE deficiency and hypercholesterolemia alter progenitor cell behavior, and that inflammatory cytokines such as interleukin-6 act as metabolic regulators in SMCs of hyperlipidemic mice. Key Words: atherosclerosis Ⅲ insulin-like growth factor-1 Ⅲ progenitor cells Ⅲ proteomics Ⅲ vascular smooth muscle W ith the introduction of apolipoprotein (apo)E-deficient strains, the mouse became the preferred animal model in cardiovascular research. 1 ApoE is a glycoprotein that is synthesized in the liver and the brain, but it is also produced locally in the vessel wall, mainly in infiltrating monocytes and macrophages, 2 and gets recruited from the circulation after vascular injury. 3 Besides apoE-mediated cholesterol transport, lipid-independent effects of apoE also have relevance in vitro and in vivo. For instance, apoE is synthesized in quiescent but not actively proliferating smooth muscle cells (SMCs) in culture 4 and suppresses growth factor and oxidized LDL-induced SMC migration and proliferation. 5 A possible role of apoE in modulation of SMC growth in vivo is supported by observations that the numbers of intimal SMCs are increased in fibroproliferative atherosclerotic plaques of chow-fed apoE Ϫ/Ϫ mice but reduced after vascular injury in transgenic mice overexpressing apoE. 1,6 Similarly, we found that vein grafts of apoE Ϫ/Ϫ mice showed increased neointima formation even if grafted to normolipidemic ...