Cell polarization requires increased cellular energy and metabolic output, but how these energetic demands are met by polarizing cells is unclear. To address these issues, we investigated the roles of mitochondrial bioenergetics and autophagy during cell polarization of hepatocytes cultured in a collagen sandwich system. We found that as the hepatocytes begin to polarize, they use oxidative phosphorylation to raise their ATP levels, and this energy production is required for polarization. After the cells are polarized, the hepatocytes shift to become more dependent on glycolysis to produce ATP. Along with this central reliance on oxidative phosphorylation as the main source of ATP production in polarizing cultures, several other metabolic processes are reprogrammed during the time course of polarization. As the cells polarize, mitochondria elongate and mitochondrial membrane potential increases. In addition, lipid droplet abundance decreases over time. These findings suggest that polarizing cells are reliant on fatty acid oxidation, which is supported by pharmacologic inhibition of β-oxidation by etomoxir. Finally, autophagy is up-regulated during cell polarization, with inhibition of autophagy retarding cell polarization. Taken together, our results describe a metabolic shift involving a number of coordinated metabolic pathways that ultimately serve to increase energy production during cell polarization.energy metabolism | AMPK | mitochondrial fusion A defining feature of metazoans is the existence of polarized cell layers or epithelium, which give rise to the 3D shapes of different body parts and types (1). The formation and maintenance of polarized epithelium is multifaceted, requiring specific cell-cell adhesion molecules, cytoskeletal factors, and intracellular trafficking components (2-4). These give rise to apical and basolateral membrane surface domains that permit directional absorption and secretion of proteins and other solutes. The ability of cells to polarize and maintain their polarity is energy-dependent (5); surprisingly, however, it is under conditions of low energy, including under nutrient starvation and stress, that cells most often initiate polarization (5). For example, cell populations grown in tissue culture usually require nutrient deprivation to initiate polarization into an epithelium. Likewise, single amoeboid Dictyostellum cells transition to a highly polarized, multicellular form (i.e., fruiting body) only when starved (6, 7). These observations suggest that low energy availability, such as occurs after acute cell stress, somehow acts to trigger a signaling cascade that boosts the energy production required for cell polarization.During nutrient depletion and stress conditions, the master cellular metabolic sensor, AMP-activated protein kinase (AMPK), is activated (5, 8). AMPK inhibits ATP-consuming pathways that are not crucial for survival (e.g., mammalian target of rapamycin) and stimulates catabolic processes, including autophagy, which degrades cellular components through fusion...