Skeletal muscle serves as a paradigm for the acquisition of cell fate, yet the relationship between primitive cell populations and emerging myoblasts has remained elusive. We identify a novel population of resident Pax3 + / Pax7 + , muscle marker-negative cells throughout development. Using mouse mutants that uncouple myogenic progression, we show that these Pax + cells give rise to muscle progenitors. In the absence of skeletal muscle, they apoptose after down-regulation of Pax7. Furthermore, they mark the emergence of satellite cells during fetal development, and do not require Pax3 function. These findings identify critical cell populations during lineage restriction, and provide a framework for defining myogenic cell states for therapeutic studies. An unresolved issue in skeletal muscle development has been the nature of a reserve population of undifferentiated cells that ensures continued prenatal growth of this tissue (Parker et al. 2003;Tajbakhsh 2003). In the early embryo, muscle progenitors and precursors have been described (Tajbakhsh and Buckingham 2000). During post-natal life, satellite cells are the principal regenerative cell type (Zammit and Beauchamp 2001). About 1 d before birth, the appearance of progenitors associated with fibers has led to the assumption that these cells will give rise to future satellite cells in the adult (Cossu et al. 1993). However, the link between progenitors in the early somite and those observed at birth has remained enigmatic. In addition, the appearance of embryonic and fetal myoblasts has raised questions regarding their relationship with prenatal progenitors and emerging satellite cells. Studies in avians had suggested that satellite cells originate from somites, yet the endothelial origin of satellite cells remained unresolved (Armand et al. 1983). Furthermore, recent observations that muscle-or bonemarrow-derived mesenchymal stem cells can give rise to satellite cells or contribute to adult muscle after injury has questioned the notion that satellite cells originate exclusively from somites (Ferrari et al. 1998;Asakura et al. 2002;LaBarge and Blau 2002;Polesskaya et al. 2003). Therefore, in spite of considerable genetic data, cell relationships in the skeletal muscle lineage remain unresolved.During embryonic development, transitory structures called somites give rise to an epithelial dermomyotome, the source of dermal and endothelial precursors, as well as all the skeletal muscles in the body (Christ and Ordahl 1995;Tajbakhsh and Buckingham 2000). Multipotent muscle progenitor cells (MPCs) arising in the dermomyotome acquire definitive identity via the myogenic regulatory factors (MRFs) Myf5, Mrf4, and Myod (Rudnicki et al. 1993;Tajbakhsh et al. 1996;Kassar-Duchossoy et al. 2004). These progenitors give rise to muscle precursors called myoblasts (Hauschka 1994;Tajbakhsh 2003). Muscle differentiation is subsequently mediated by Myogenin, Myod, and Mrf4 (Tajbakhsh and Buckingham 2000). In the somite, the first skeletal muscle mass to form is the myotome. Skeleta...