The class I p21-activated kinases (Pak1-3) regulate many essential biological processes, including cytoskeletal rearrangement, cell cycle progression, apoptosis, and cellular transformation. Although many Pak substrates, including elements of MAPK signaling cascades, have been identified, it is likely that additional substrates remain to be discovered. Identification of such substrates, and determination of the consequences of their phosphorylation, is essential for a better understanding of class I Pak activity. To identify novel class I Pak substrates, we used recombinant Pak2 to screen high density protein microarrays. This approach identified the atypical MAPK Erk3 as a potential Pak2 substrate. Solution-based in vitro kinase assays using recombinant Erk3 confirmed the protein microarray results, and phospho-specific antisera identified serine 189, within the Erk3 activation loop, as a site directly phosphorylated by Pak2 in vitro. Erk3 protein is known to shuttle between the cytoplasm and the nucleus, and we showed that selective inhibition of class I Pak kinase activity in cells promoted increased nuclear accumulation of Erk3. Pak inhibition in cells additionally reduced the extent of Ser 189 phosphorylation and inhibited the formation of Erk3-Prak complexes. Collectively, our results identify the Erk3 protein as a novel class I Pak substrate and further suggest a role for Pak kinase activity in atypical MAPK signaling.The class I p21-activated kinases (Pak1-3) are established effectors of the small GTPases Rac1 and Cdc42 (1). Although initially discovered as regulators of the actin cytoskeleton, they have subsequently been implicated in a variety of different signaling pathways, including those that control proliferation, apoptosis, and transformation (2, 3). Not surprisingly, misregulated Pak 2 kinase activity is associated with a variety of different pathological conditions (4 -6). As Pak kinase activity contributes to several different signaling pathways, a better understanding of the specific role for Paks in any biological response is greatly aided by the identification of the protein(s) they phosphorylate and the consequences of these phosphorylations. Although the current list of Pak kinases substrates is quite large (3, 7), we are particularly interested in how Pak kinases influence MAPK signaling cascades.MAPK signaling pathways are among the most evolutionarily conserved signal transduction pathways and are critical for many biological responses (8). Various cellular stimuli lead to the enzymatic activation of a family of serine/threonine kinases known as MAP3Ks. Activated MAP3Ks phosphorylate and activate specific MAP2Ks. MAP2Ks are dual specificity kinases that phosphorylate threonine and tyrosine residues within the activation loop of the MAPKs (the conserved TXY motif) to activate them; phosphorylation of both activation loop residues is required for MAPK activation. Activated MAPKs then transphosphorylate a variety of different proteins, including structural proteins, enzymes, and transcrip...