Transcription factor duplication events and subsequent specialization can drive evolution by facilitating biological innovation and developmental complexity. Identification of sequences that confer distinct biochemical function in vivo is an important step in understanding how related factors could refine specific developmental processes over time. Functional analysis of the basic helix-loop-helix (bHLH) protein SPEECHLESS, one of three closely related transcription factors required for stomatal lineage progression in Arabidopsis thaliana, allowed a dissection of motifs associated with specific developmental outputs. Phosphorylated residues, shown previously to quantitatively affect activity, also allow a qualitative shift in function between division and cell fate-promoting activities. Our data also provide surprising evidence that, despite deep sequence conservation in DNAbinding domains, the functional requirement for these domains has diverged, with the three stomatal bHLHs exhibiting absolute, partial, or no requirements for DNA-binding residues for their in vivo activities. Using these data, we build a plausible model describing how the current unique and overlapping roles of these proteins might have evolved from a single ancestral protein.stomata | bHLH transcription factors | Arabidopsis | evolution | SPEECHLESS T ranscription factors regulate various processes integral to multicellular development, from framing the overall body plan to specifying the fates of individual cells. Paralogs within transcription factor families can exhibit distinct but related functions, and these unique functions can arise through alterations in expression patterns (via mutations in cis-regulatory elements) or through alterations of biochemical function via mutations in the gene's coding sequence. The Drosophila homeobox gene paired, for example, is able to rescue the gooseberry larval cuticle phenotype when expressed under the gooseberry promoter, indicating divergent embryonic roles owing to cis-regulatory elements (1), but a later role of paired in male fertility cannot be rescued by ectopic expression of gooseberry, indicating that biochemical differences also exist between these two transcription factors (2). Investigating specific sequence alterations that functionally distinguish genes from one another is critical to understanding the evolution and diversification of biological processes.Stomatal development is a useful system for addressing how closely related transcription factors fulfill distinct functions. Stomata, pores in the plant epidermis that regulate gas exchange, develop via a series of divisions and cell fate transitions. Although stomatal development shows variation throughout the plant kingdom in terms of structure, precursors, and patterning (3), related basic-helix-loop-helix (bHLH) transcription factors are likely central to specifying cell fates in all stomata-producing plants (4, 5), and the evolutionary diversification of these bHLH proteins may be responsible for stomatal development variation (...