This study identifies calpain as being instrumental for brush border (BB) microvillus assembly during differentiation and effacement during bacterial pathogenesis. Calpain activity is decreased by 25-80% in Caco 2 lines stably overexpressing calpastatin, the physiological inhibitor of calpain, and the effect is proportional to the calpastatin/calpain ratio. These lines exhibit a 2.5-fold reduction in the rate of microvillus extension. Apical microvillus assembly is reduced by up to 50%, as measured by quantitative fluorometric microscopy (QFM) of ezrin, indicating that calpain recruits ezrin to BB microvilli. Calpain inhibitors ZLLYCHN 2 , MDL 28170, and PD 150606 block BB assembly and ezrin recruitment to the BB. The HIV protease inhibitor ritonavir, which inhibits calpain at clinically relevant concentrations, also blocks BB assembly, whereas cathepsin and proteasome inhibitors do not. Microvillus effacement is inhibited after exposure of calpastatin-overexpressing cells to enteropathogenic Escherichia coli. These results suggest that calpain regulates BB assembly as well as pathological effacement, and indicate that it is an important regulator involved in HIV protease inhibitor toxicity and host-microbial pathogen interactions.Although it is accepted that actin-associated cross-linking and membrane linker proteins such as villin and ezrin, found in intestinal microvilli, are Ca 2ϩ -sensitive, the role that Ca 2ϩ plays in the assembly and stability of microvilli is undetermined. Interest in Ca 2ϩ as a regulator of microvillus remodeling has been focused on its role in disrupting villin crosslinks of the microvillus actin filaments (reviewed in Ref. 1) and the activation of the actin filament severing activity of villin. It has been suggested that the Ca 2ϩ -dependent protease, calpain, cleaves the membrane linker protein ezrin, during cell motility-associated remodeling of cortical -actincontaining structures (2-4). Because -actin is the predominant actin isoform of microvilli (5) and because ezrin, which is abundant in microvilli, associates with -actin in an isoform-specific and calpain-sensitive fashion (2), the question has arisen whether calpain regulates -actin-ezrin interactions in microvilli, and microvillus assembly. Additionally, the finding that calpain levels exceed calpastatin levels in intestinal epithelial cells (6) suggests that calpain could play a role in intestinal differentiation.Calpain has been implicated in cytoskeletal remodeling, including disruption of cell-matrix interactions at the rear of the cell during crawling (7) and lamellipodial and protrusion formation during spreading (4). These examples illustrate the role of calpain in remodeling dynamic actin filament structures at the periphery of the cell. Calpain has not been implicated in assembly of filamentous actin structures in the BB apical domain of enteric epithelial cells or membrane recruitment of ezrin, where it may play an important role in assembly of actin filaments (2,8).A recently developed approach to study the r...