Abstract-Bone morphogenetic proteins (BMPs) play many roles in mammalian cardiac development. Here we address the functions of Noggin, a dedicated BMP antagonist, in the developing mouse heart. In early cardiac tissues, the Noggin gene is mainly expressed in the myocardial cells of the outflow tract, atrioventricular canal, and future right ventricle. The major heart phenotypes of Noggin mutant embryos are thicker myocardium and larger endocardial cushions. Both defects result from increased cell number. Cell proliferation is increased and cell cycle exit is decreased in the myocardium. Although we find evidence of increased BMP signal transduction in the myocardium and endocardium, we show that the cardiac defects of Noggin mutants are rescued by halving the gene dosage of Bmp4. In culture, BMP increases the epithelial-to-mesenchymal transformation (EMT) of endocardial explant cells. Increased EMT likely accounts for the enlarged atrioventricular cushion. In the outflow tract cushion, we observed an increased contribution of cardiac neural crest cells to the mutant cushion mesenchyme, although many cells of the cushion were not derived from neural crest. Thus the enlarged outflow tract cushion of Noggin mutants likely arises by increased contributions both of endocardial cells that have undergone EMT as well as cells that have migrated from the neural crest. These data indicate that antagonism of BMP signaling by Noggin plays a critical role in ensuring proper levels of cell proliferation and EMT during cardiac morphogenesis in the mouse. (Circ Res. 2007;100:220-228.)Key Words: BMP signaling Ⅲ endocardial cushion Ⅲ mouse heart development Ⅲ myocardium Ⅲ Noggin B efore embryonic day 9.5 (E9.5) in the mouse, the looped heart tube is a thin-walled structure with indistinctly specified atrial and ventricular chambers. Growth of the heart from this stage onward involves proliferation of myocytes along the walls of the heart tube and within the developing interventricular septum. 1 The most highly proliferative cardiomyocytes are located along the outer surface of the heart: the compact myocardium. As the myocardial wall thickens, cardiomyocytes along the inner wall become organized into trabeculae, fingerlike projections thought to enhance oxygen and nutrient exchange as well as force generation.Cardiac morphogenesis requires precise interactions between diverse cell types of different embryonic origins. Interactions among endocardium, myocardium, and neural crest-derived cells are essential for the differentiation and maturation of cardiomyocytes, as well as formation of valves from endocardial cushions (ECs). 2 Valvuloseptal formation is established through regulated epithelial-to-mesenchymal transformation (EMT) of ECs. 3 EMT of endocardial cells is the major source of atrioventricular (AV) cushion mesenchyme. Studies from both chick and mouse have demonstrated the involvement of transforming growth factor- superfamily proteins for proper EMT, 4 -7 albeit with interspecies differences in molecular requirements....