The molecular mechanisms responsible for the cellular effects of the nitrogen-containing bisphosphonate zoledronic acid (Zol) were assessed on several osteosarcoma cell lines differing in their p53 and retinoblastoma (Rb) status. Zol inhibited cell proliferation and increased atypical apoptosis. The Zol effects on proliferation were due to cell cycle arrest in S and G 2 /M phases subsequent to the activation of the intra-S DNA damage checkpoint with an increase in P-ATR, P-chk1, Wee1, and P-cdc2 levels and a decrease in cdc25c, regardless of the p53 and Rb status. In addition, the atypic apoptosis induced by Zol was independent of caspase activation, and it was characterized by nuclear alterations, increased Bax expression, and reduced Bcl-2 level. Furthermore, mitochondrial permeability was up-regulated by Zol independently of p53 in association with the translocation of apoptosis-inducing factor (AIF) and endonuclease-G (EndoG). Zol also disturbed cytoskeletal organization and cell junctions and inhibited cell migration and phosphorylation of focal adhesion kinases. The main difficulty encountered in treating cancer relates to mutations in key genes such as p53, Rb, or proteins affecting caspase signaling carried by many tumor cells. We have demonstrated for the first time that zoledronic acid activated the DNA damage S-phase checkpoint and the mitochondrial pathway via AIF and EndoG translocation, and it inhibited cell proliferation and induced cell death, bypassing these potentials mutations. Therefore, zoledronic acid may be considered as an effective therapeutic agent in clinical trials of osteosarcoma in which mutation for p53 and Rb very often occur, and where current treatment with traditional chemotherapeutic agents is ineffective.Bisphosphonates (BPs) are stable synthetic analogs of the naturally occurring pyrophosphate (Heymann et al., 2004). Different side chains can be added to the central carbon atom, thus producing a range of BPs with varying clinical activity and potency . Therefore, BPs can be grouped into two classes of non-nitrogen-containing and nitrogen-containing BPs. The clinical use of bisphosphonates has increased dramatically during the past decade. The most common indicator for the use of these compounds is osteoporosis, but their use has rapidly emerged in osteolytic bone diseases characterized by enhanced bone resorption (e.g., Paget's disease and hypercalcemia of malignancy). Indeed, BPs are currently the most effective class of antiresorptive drugs available, and their first targets identified were osteoclasts. Due to the high tropism of BPs for hydroxyapatite in bone and the ability of osteoclasts to release bone-bound bisphosphonate, a direct effect on mature osteoclasts seems to be the most important mechanism of action. BPs can be grouped into two classes of non-nitrogen-containing and nitrogen-containing BPs. The BPs that lack a nitrogen atom and are most closely related to pyrophosphate (such as clodronate, etidronate, and tiludronate) are metabolized intracellular...