Vertebrate rhodopsin consists of the apoprotein opsin and the chromophore 11-cis-retinal covalently linked via a protonated Schiff base. Upon photoisomerization of the chromophore to all-trans-retinal, the retinylidene linkage hydrolyzes, and all-trans-retinal dissociates from opsin. The pigment is eventually restored by recombining with enzymatically produced 11-cis-retinal. All-trans-retinal release occurs in parallel with decay of the active form, metarhodopsin (Meta) II, in which the original Schiff base is intact but deprotonated. The intermediates formed during Meta II decay include Meta III, with the original Schiff base reprotonated, and Meta III-like pseudo-photoproducts. Using an intrinsic fluorescence assay, Fourier transform infrared spectroscopy, and UV-visible spectroscopy, we investigated Meta II decay in native rod disk membranes. Up to 40% of Meta III is formed without changes in the intrinsic Trp fluorescence and thus without all-trans-retinal release. NADPH, a cofactor for the reduction of all-trans-retinal to all-trans-retinol, does not accelerate Meta II decay nor does it change the amount of Meta III formed. However, Meta III can be photoconverted back to the Meta II signaling state. The data are described by two quasiirreversible pathways, leading in parallel into Meta III or into release of all-trans-retinal. Therefore, Meta III could be a form of rhodopsin that is storaged away, thus regulating photoreceptor regeneration.Phototransduction in vertebrate rods starts with the isomerization of the 11-cis-retinal bound to opsin and the formation of the active photoproduct, metarhodopsin (Meta) 1 II. In Meta II, the Schiff base linkage between the all-trans-retinal and Lys 296 is still intact but deprotonated. Catalytic activation of the Gprotein, G t or transducin, leads to a biochemical cascade of reactions, termed phototransduction. These reactions culminate in the hyperpolarization of the photoreceptor cells and ultimately in changes in the rate of neurotransmitter release at the synaptic terminus. The signaling state of Meta II is quenched rapidly by the action of rhodopsin kinase and arrestin. Equally important for vision is the metabolic cycle, which enables the visual system to take away the photolyzed chromophore, all-trans-retinal, and replace it with 11-cis-retinal, thus regenerating the pigment. The decay of Meta II thus provides an interlink among transduction, the quenching by phosphorylation and capping with arrestin, and regeneration (reviewed in Ref. 1).During the decay of Meta II, the Schiff base linkage between the all-trans-retinal and the opsin apoprotein (Lys 296 ) is hydrolyzed. A side product is the bright orange ( max ϳ 470 nm) Meta III, which slowly replaces the pale yellow color of the Meta II product ( max ϭ 380 nm). Although it is not clear whether Meta III represents one homogeneous species, one may define it as the late product in which the chromophore is still bound to its original binding site. In the isolated retina and in intact rod outer segment preparations...