Neuronal plasticity is regulated by the ovarian steroids estradiol (E2) and progesterone (P4) in many normal brain functions, as well as in acute response to injury and chronic neurodegenerative disease. In a female rat model of axotomy, the E2-dependent compensatory neuronal sprouting is antagonized by P4. To resolve complex glial-neuronal cell interactions, we used the "woundingin-a-dish" model of neurons cocultured with astrocytes or mixed glia (microglia to astrocytes, 1:3). Although both astrocytes and mixed glia supported E2-enhanced neurite outgrowth, P4 antagonized E2-induced neurite outgrowth only with mixed glia, but not astrocytes alone. We now show that P4-E2 antagonism of neurite outgrowth is mediated by microglial expression of progesterone receptor (Pgr) membrane component 1 (Pgrmc1)/S2R, a putative nonclassical Pgr mediator with multiple functions. The P4-E2 antagonism of neurite outgrowth was restored by add-back of microglia to astrocyte-neuron cocultures. Because microglia do not express the classical Pgr, we examined the role of Pgrmc1, which is expressed in microglia in vitro and in vivo. Knockdown by siRNA-Pgrmc1 in microglia before add-back to astrocyte-neuron cocultures suppressed the P4-E2 antagonism of neurite outgrowth. Conditioned media from microglia restored the P4-E2 activity, but only if microglia were activated by lipopolysaccharide or by wounding. Moreover, the microglial activation was blocked by Pgmrc1-siRNA knockdown. These findings explain why nonwounded cultures without microglial activation lack P4 antagonism of E2-induced neurite outgrowth. We suggest that microglial activation may influence brain responses to exogenous P4, which is a prospective therapy in traumatic brain injury. (Endocrinology 154: 2468 -2480, 2013) C ross talk between estradiol (E2) and progesterone (P4) operates throughout the female reproductive system in cycles of E2-dependent cell growth and P4-dependent cell regression. However, little is known of the brain cell interactions that enable "P4-E2 antagonism" in synaptic plasticity. In neuronal responses to injury that involve P4-E2 antagonism, we describe a novel role of microglial activation that is mediated by progesterone receptor (Pgr) membrane component 1 (Pgrmc1)/S2R, a nonclassical Pgr of emerging significance to brain neuronal functions and innate immunity.In the hippocampus, synaptic remodeling during the rat estrous cycle is driven by serial elevations of E2 and P4 (1). Neuronal sprouting in response to axotomy is also modulated by P4-E2 antagonism. In an adult rat model of entorhinal cortex lesions that axotomize the perforant pathway to the hippocampus, the ensuing compensatory neurite outgrowth into the dentate gyrus molecular layer was stimulated by E2 and blocked by concurrent administration of E2ϩP4 (2). Astrocyte and microglial activation in the deafferented zone was correspondingly modulated by E2 and P4. An unexpected role of microglia in P4-E2 antagonism of neurite outgrowth was identified with the "wounding-in-a-dish" model of ax...