We investigate the folding of GlpG, an intramembrane protease, using perfectly funneled structure-based models that implicitly account for the absence or presence of the membrane. These two models are used to describe, respectively, folding in detergent micelles and folding within a bilayer, which effectively constrains GlpG's topology in unfolded and partially folded states. Structural free-energy landscape analysis shows that although the presence of multiple folding pathways is an intrinsic property of GlpG's modular functional architecture, the large entropic cost of organizing helical bundles in the absence of the constraining bilayer leads to pathways that backtrack (i.e., local unfolding of previously folded substructures is required when moving from the unfolded to the folded state along the minimum free-energy pathway). This backtracking explains the experimental observation of thermodynamically destabilizing mutations that accelerate GlpG's folding in detergent micelles. In contrast, backtracking is absent from the model when folding is constrained within a bilayer, the environment in which GlpG has evolved to fold. We also characterize a near-native state with a highly mobile transmembrane helix 5 (TM5) that is significantly populated under folding conditions when GlpG is embedded in a bilayer. Unbinding of TM5 from the rest of the structure exposes GlpG's active site, consistent with studies of the catalytic mechanism of GlpG that suggest that TM5 serves as a substrate gate to the active site.membrane proteins | micelle folding | bilayer folding | folding mechanism | intramembrane proteolysis G lpG is a rhomboid protease that sits and functions in the cell membrane. GlpG's homologs are found across all kingdoms of life. GlpG has been the subject of several biophysical experimental studies aimed toward understanding membrane protein folding and the relationships among protein structure, dynamics, and function (1-5). An extensive experimental φ-value analysis found φ-values significantly different from zero, indicative of structural changes during the rate-limiting step of folding, in transmembrane helices 1 through 5 (TM1-5) and the intervening loops (4). Most of the nonzero φ-values, particularly in TM3-5 and in the large loop L1, were negative, meaning that although the corresponding mutation destabilizes the native state, the mutation nonetheless accelerates folding. The preponderance of negative φ-values was puzzling and unprecedented, and at the time, these effects were tentatively ascribed to nonnative interactions in the transition state ensemble. In this work, we show that, in fact, simple models with perfectly funneled energy landscapes that lack nonnative interactions are able to explain the origin of these negative φ-values and how the values arise when folding in detergent micelles rather than bilayers.α-Helical membrane protein folding is thought to occur in two stages in vivo (6). The first stage, setting up the proper topology of transmembrane helices, is handled by the translocon (7,8)...