The diverse roles of TopBP1 in DNA replication and checkpoint signaling are associated with the scaffolding ability of TopBP1 to initiate various protein-protein interactions. The recognition of the BACH1/FANCJ helicase by TopBP1 is critical for the activation of the DNA replication checkpoint at stalled replication forks and is facilitated by the C-terminal tandem BRCT7/8 domains of TopBP1 and a phosphorylated Thr 1133 binding motif in BACH1. Here we provide the structural basis for this interaction through analysis of the x-ray crystal structures of TopBP1 BRCT7/8 both free and in complex with a BACH1 phospho-peptide. In contrast to canonical BRCT-phospho-peptide recognition, TopBP1 BRCT7/8 undergoes a dramatic conformational change upon BACH1 binding such that the two BRCT repeats pivot about the central BRCT-BRCT interface to provide an extensive and deep peptide-binding cleft. Additionally, we provide the first structural mechanism for Thr(P) recognition among BRCT domains. Together with systematic mutagenesis studies, we highlight the role of key contacts in governing the unique specificity of the TopBP1-BACH1 interaction.DNA damage checkpoints coordinate the cellular events necessary to ensure that DNA is repaired and faithfully replicated before cell cycle progression. A critical checkpoint triggered by DNA damage encountered during DNA replication (1, 2) involves ATR (Ataxia telangiectasia and Rad3 related), a Ser/Thr kinase that phosphorylates an array of proteins including CHK1 to regulate checkpoint control (3). The ability of ATR to function at the replication fork is dependent on the assembly of a growing list of proteins, including replication protein A, the ATR-ATRIP heterodimer, the trimeric Rad9-Hus1-Rad1 (9-1-1) clamp complex, BACH1/FANCJ (BRCA1-associated C-terminal helicase/Fanconi anemia group J protein), and topoisomerase II-binding protein 1 (TopBP1) 2 (4 -6). In particular, the emergence of TopBP1 as a key regulator in the DNA replication checkpoint pathway is underscored by its multiple roles contributing to the activation of ATR.TopBP1 possesses nine BRCT domains, the most of any BRCT domain-containing protein (7,8). Originally identified with eight BRCT domains using sequence analysis, recent structural studies have confirmed an additional cryptic BRCT domain (BRCT0) at the extreme N terminus of TopBP1 (9, 10). The roles of BRCT domains as phosphorylated proteinbinding modules have been demonstrated in studies of the BRCT domains in BRCA1 (breast cancer-associated protein 1) and other 12). Although the phospho-peptide binding ability of single BRCTs is still poorly defined, the role of tandem BRCT domains in recognizing phospho-peptide motifs is well established. For example, the tandem BRCT domains of BRCA1 form a functional unit to recognize the Ser(P)-Xaa-Xaa-Phe binding motif in a number of proteins involved in the DNA damage response (11-16), and the structural principles governing these interactions have been elucidated through a number of structural studies (17)(18)(19)(20)(21...