Quinones permeate our biotic environment, contributing to both homeostasis and cytotoxicity. All quinones generate reactive oxygen species through redox cycling, while partially substituted quinones also undergo arylation (Michael adduct formation) yielding covalent bonds with nucleophiles such as cysteinyl thiols. In contrast to reactive oxygen species, the role of arylation in quinone cytotoxicity is not well understood. We found that the arylating quinones, including unsubstituted 1,4-benzoquinone (1,4-BzQ) and partially substituted vitamin E congener ␥-tocopherol quinone (␥-TQ), were cytotoxic, with ␥-TQ > 1,4-BzQ, whereas the fully substituted nonarylating vitamin E congener ␣-tocopherol quinone was not. In vitro, both arylating quinones formed Michael adducts with the thiol nucleophile N-acetylcysteine (NAC) at rates where 1,4-BzQ > ␥-TQ. In cultured cells, concurrent addition of NAC eliminated 1,4-BzQ caused toxicity, but preincubation was required for the same NAC detoxification effect on ␥-TQ. These data clearly established the role of arylation in quinone toxicity and revealed that arylating quinone structure affects cytotoxicity by governing detoxification through the rate of adduct formation. Furthermore, arylating quinones induced endoplasmic reticulum (ER) stress by activating the pancreatic ER kinase (PERK) signaling pathway including elF2␣, ATF4, and C͞EBP homologous protein (CHOP). Detoxification by NAC greatly attenuates CHOP induction in arylating quinone-treated cells, suggesting that ER stress is a cellular mechanism for arylating quinone cytotoxicity.quinone adduction ͉ thiol nucleophiles ͉ tocopherols ͉ CHOP ͉ cytotoxicity Q uinones and their phenolic precursors are present throughout the biotic environment and include polyphenols and tocopherols in the diet, drugs in medicine, environmental pollutants such as polycyclic aromatic hydrocarbons, and their metabolic products (1-8). They are involved in a wide variety of biological and chemical processes, including electron transport in animals and plants, photosynthesis, posttranslational modification of proteins, metabolism of cellular signaling molecules such as estrogens and catecholamines, metabolism of antioxidant and signaling tocopherol congeners (vitamin E), and the elimination of polycyclic aromatic hydrocarbons introduced by combustion processes associated with our petroleum-based chemical environment.Quinones are a class of highly reactive compounds. Although all quinones are redox cycling agents that generate reactive oxygen species (ROS), partially substituted quinones also function as arylating agents (1-3, 5, 6). The arylating quinones react with cellular nucleophiles such as thiols on cysteine residues of proteins, glutathione (GSH), and detoxifying agents such as N-acetylcysteine (NAC), forming covalently linked quinonethiol Michael adducts (1-3, 5, 6) that retain the ability to function as redox cycling agents (4, 9). In contrast to well studied ROS generation and consequent oxidative stress in living cells (1-3), the role o...