Previous studies have suggested that the BH3 domain of the proapoptotic Bcl-2 family member Noxa only interacts with the anti-apoptotic proteins Mcl-1 and A1 but not Bcl-2. In view of the similarity of the BH3 binding domains of these anti-apoptotic proteins as well as recent evidence that studies of isolated BH3 domains can potentially underestimate the binding between full-length Bcl-2 family members, we examined the interaction of full-length human Noxa with anti-apoptotic human Bcl-2 family members. Surface plasmon resonance using bacterially expressed proteins demonstrated that Noxa binds with mean dissociation constants (K D ) of 3.4 nM for Mcl-1, 70 nM for Bcl-x L , and 250 nM for wild type human Bcl-2, demonstrating selectivity but not absolute specificity of Noxa for Mcl-1. Further analysis showed that the Noxa/Bcl-2 interaction reflected binding between the Noxa BH3 domain and the Bcl-2 BH3 binding groove. Analysis of proteins expressed in vivo demonstrated that Noxa and Bcl-2 can be pulled down together from a variety of cells. Moreover, when compared with wild type Bcl-2, certain lymphoma-derived Bcl-2 mutants bound Noxa up to 20-fold more tightly in vitro, pulled down more Noxa from cells, and protected cells against killing by transfected Noxa to a greater extent. When killing by bortezomib (an agent whose cytotoxicity in Jurkat T-cell leukemia cells is dependent on Noxa) was examined, apoptosis was enhanced by the Bcl-2/Bcl-x L antagonist ABT-737 or by Bcl-2 down-regulation and diminished by Bcl-2 overexpression. Collectively, these observations not only establish the ability of Noxa and Bcl-2 to interact but also identify Bcl-2 overexpression as a potential mechanism of bortezomib resistance.Regression of sensitive tumors such as lymphomas after effective chemotherapy is thought to reflect the induction of apoptosis (1). Chemotherapy-induced apoptosis results largely from activation of the mitochondrial or intrinsic apoptotic pathway (2, 3), which is regulated by Bcl-2 family members (4 -8). This group of proteins consists of three functionally distinct subfamilies. The multidomain proapoptotic proteins Bax and Bak oligomerize upon death stimulation to induce mitochondrial outer membrane permeabilization, thereby allowing release of cytochrome c and subsequent caspase activation. Anti-apoptotic family members, including Bcl-2, Bcl-x L , Bcl-w, Mcl-1, and A1, prevent mitochondrial outer membrane permeabilization. Conversely, BH3-only proteins 3 such as Bim, Puma, and Noxa, which share only limited sequence homology with other Bcl-2 family members in a single 15-amino acid region known as the BH3 domain (9), serve as sensors of various cellular stresses and facilitate apoptosis when activated (6, 9 -14).Although it is clear that BH3-only proteins are activated through transcriptional up-regulation or post-translational modification (7, 10), the manner in which these proteins subsequently initiate apoptosis has been controversial. Two models have emerged to explain this process (15,16). The direct a...