Bimodality of gene expression, as a mechanism contributing to phenotypic diversity, enhances the survival of cells in a fluctuating environment. To date, the bimodal response of a gene regulatory system has been attributed to the cooperativity of transcription factor binding or to feedback loops. It has remained unclear whether noncooperative binding of transcription factors can give rise to bimodality in an open-loop system. We study a theoretical model of gene expression in a two-step cascade (a deterministically monostable system) in which the regulatory gene produces transcription factors that have a nonlinear effect on the activity of the target gene. We show that a unimodal distribution of transcription factors over the cell population can generate a bimodal steadystate output without cooperative transcription factor binding. We introduce a simple method of geometric construction that allows one to predict the onset of bimodality. The construction only involves the parameters of bursting of the regulatory gene and the dose-response curve of the target gene. Using this method, we show that the gene expression may switch between unimodal and bimodal as the concentration of inducers or corepressors is varied. These findings may explain the experimentally observed bimodal response of cascades consisting of a fluorescent protein reporter controlled by the tetracycline repressor. The geometric construction provides a useful tool for designing experiments and for interpretation of their results. Our findings may have important implications for understanding the strategies adopted by cell populations to survive in changing environments.gene expression noise | gene regulation | noise filter induced bimodality | transfer function T his paper proves theoretically that bimodality of gene expression can be generated in a minimal gene regulatory system by a unimodal distribution of transcription factor (TF) combined with a nonlinear transcription rate, without cooperativity, large number of steps in gene cascade, feedback loops, or bimodal input signal. We present a method of prediction of the bimodality without using the master equation, only based on a simple geometric construction.Bimodal gene expression (the distribution of gene products that has two maxima) is a cause of phenotypic diversity in genetically identical cell populations, and it is critical for population survival in a fluctuating environment (1-4). Several mechanisms underlying the bimodality have been identified to date:1. Deterministic bistability (two deterministic stable steady states under the same external conditions) is inherent to the system even when intrinsic and extrinsic noises can be neglected. To exhibit deterministic bistability, the system must consist of a single positive feedback loop with cooperative ligand binding (5, 6) [bacteriophage λ (7), reverse tetracycline transactivator switch in Saccharomyces cerevisiae (8), lac operon in Escherichia coli (9), MAPK cascade in Xenopus oocytes (10)], multiple feedback loops with cooperativity...