The mammalian G 1 -S phase transition is controlled by the opposing forces of cyclin-dependent kinases (CDK) and the retinoblastoma protein (pRB). Here, we present evidence for systems-level control of cell cycle arrest by pRB-E2F and p27-CDK regulation. By introducing a point mutant allele of pRB that is defective for E2F repression (Rb1 G ) into a p27 KIP1 null background (Cdkn1b Ϫ/Ϫ ), both E2F transcriptional repression and CDK regulation are compromised. These double-mutant Rb1 G/G ; Cdkn1b Ϫ/Ϫ mice are viable and phenocopy Rb1 ϩ/Ϫ mice in developing pituitary adenocarcinomas, even though neither single mutant strain is cancer prone. Combined loss of pRB-E2F transcriptional regulation and p27 KIP1 leads to defective proliferative control in response to various types of DNA damage. In addition, Rb1 G/G ; Cdkn1b Ϫ/Ϫ fibroblasts immortalize faster in culture and more frequently than either single mutant genotype. Importantly, the synthetic DNA damage arrest defect caused by Rb1 G/G ; Cdkn1b Ϫ/Ϫ mutations is evident in the developing intermediate pituitary lobe where tumors ultimately arise. Our work identifies a unique relationship between pRB-E2F and p27-CDK control and offers in vivo evidence that pRB is capable of cell cycle control through E2F-independent effects. KEYWORDS cell cycle, DNA damage, tumor suppressor, CDK, E2F, DNA damage checkpoints, cyclin-dependent kinases, tumor suppressor genes R egulation of the cell cycle is critical to maintaining cellular homeostasis and to prevent the development of cancer (1). Mammalian cell division is primarily controlled at the G 1 -S phase transition, and the moment of commitment is often described as the restriction point (2). Commitment to entering the cell cycle is controlled by two opposing forces, the retinoblastoma protein family (including pRB), which blocks entry, and cyclin-dependent kinases (CDKs), which drive advancement into S phase (3). The RB protein antagonizes S-phase entry by repressing E2F-regulated genes necessary for DNA replication (4). Working in opposition to pRB are CDKs (5), in particular cyclin Dand E-associated kinases, that phosphorylate and inactivate upstream regulators of cell cycle entry, including pRB and p27 KIP1 , as well as stimulate the activation of downstream effectors of DNA replication (6, 7). While this suggests CDKs control pRB, a key target gene that is repressed by pRB-E2F is CCNE1, which encodes cyclin E, and this creates a regulatory loop whereby cyclin E/CDK2 becomes maximally active at almost the same time pRB is maximally phosphorylated and finally releases all E2Fs (4). In addition, CDK2's principal negative regulator, p27 KIP1 , is phosphorylated and targeted