Metastasis involves the invasion of cancer cells across both the extracellular matrix and cellular barriers, and an evolving theme is that epithelial-to-mesenchymal transition (EMT) may mediate invasive cellular behavior. Previously, we isolated and analyzed a subpopulation of PC-3 prostate cancer cells, TEM4-18, and found that these cells both invaded an endothelial barrier more efficiently and exhibited enhanced metastatic colonization in vivo. Transendothelial migration of these cells depended on expression of ZEB1, a known regulator of EMT. Surprisingly, these cells were much less invasive than parental PC-3 cells in assays that involve matrix barriers. Here, we report that TEM4-18 cells express significantly reduced levels of two subunits of laminin-332 (3 and ␥2) and that exogenous laminin-332, or co-culture with laminin-332-expressing cells, rescues the in vitro invasion phenotype in these cells. Stable knockdown of ZEB1 in prostate cancer cells up-regulated LAMC2 and ITGB4 mRNA and protein and resulted in a concomitant increase in Transwell migration. Using chromatin immunoprecipitation (ChIP), we show that ZEB1 directly interacts with the promoters of LAMC2 and ITGB4. These results provide a novel molecular basis for reduced laminin-332 observed in clinical prostate cancer specimens and demonstrate a context-dependent role for EMT in invasive cellular behavior.Metastasis involves the invasion of cancer cells across natural barriers such as basement membranes, interstitial matrix, and the endothelium. Considerable effort over the past decades has defined a number of mechanisms that contribute to the invasive behavior of metastatic cancer cells such as elevated secretion of matrix-degrading enzymes, altered expression of matrix components or their receptors, and increased motility in response to tumor microenvironmental cues. Epithelial-to-mesenchymal transition (EMT) 3 is a mechanism involved in multiple aspects of mammalian development, such as gastrulation and formation of the neural crest, whereby cells lose epithelial identity and gain the ability to move to distant sites in the organism and thus is an attractive paradigm for understanding metastasis (1). Although abundant experimental and some clinical evidence for EMT in cancer exists, the extent to which this mechanism contributes to metastasis remains controversial (2). Although EMT has been most thoroughly investigated in relation to its role in invasion of basement membranes and interstitial matrix, less is known about how it might be involved in later steps of metastasis such as extravasation and colonization (survival and proliferation at distant sites).We recently isolated a subpopulation of the PC-3 prostate cancer cell line, TEM4-18, that was proficient in transendothelial migration and displayed hallmarks of EMT (3). We found that TEM4-18 cells differentially express a dual zinc finger homeodomain transcription factor ZEB1 (also known as ZFHX1a, ␦EF1, or TCF-8), which represses a variety of epithelial genes in TEM4-18 cells and has bee...