Classical mitogen-activated protein (MAP) kinases are activated by dual phosphorylation of the Thr-Xxx-Tyr motif in their activation loop, which is catalyzed by members of the MAP kinase kinase family. The atypical MAP kinases extracellular signal-regulated kinase 3 (ERK3) and ERK4 contain a single phospho-acceptor site in this segment and are not substrates of MAP kinase kinases. Previous studies have shown that ERK3 and ERK4 are phosphorylated on activation loop residue Ser-189/Ser-186, resulting in their catalytic activation. However, the identity of the protein kinase mediating this regulatory event has remained elusive. We have used an unbiased biochemical purification approach to isolate the kinase activity responsible for ERK3 Ser-189 phosphorylation. Here, we report the identification of group I p21-activated kinases (PAKs) as ERK3/ERK4 activation loop kinases. We show that group I PAKs phosphorylate ERK3 and ERK4 on Ser-189 and Ser-186, respectively, both in vitro and in vivo, and that expression of activated Rac1 augments this response. Reciprocally, silencing of PAK1/2/3 expression by RNA interference (RNAi) completely abolishes Rac1-induced Ser-189 phosphorylation of ERK3. Importantly, we demonstrate that PAK-mediated phosphorylation of ERK3/ERK4 results in their enzymatic activation and in downstream activation of MAP kinaseactivated protein kinase 5 (MK5) in vivo. Our results reveal that group I PAKs act as upstream activators of ERK3 and ERK4 and unravel a novel PAK-ERK3/ERK4-MK5 signaling pathway.ERK3 and ERK4 define a distinct subfamily of atypical MAP kinases that display structural and functional differences with conventional MAP kinases (1). First, they possess a single phospho-acceptor site (Ser-Glu-Gly) in their activation loop instead of the classical dual phosphorylation Thr-Xxx-Tyr motif (2, 3). Accordingly, they are not phosphorylated and activated by dual-specificity MAP kinase kinase family members (4, 5). Second, ERK3 and ERK4 bear the sequence Ser-Pro-Arg instead of Ala-Pro-Glu in subdomain VIII of the kinase domain, being the only kinases in the human kinome to have an arginine at this position. Third, contrary to conventional MAP kinases like ERK1/ERK2, which are multifunctional Ser/Thr kinases capable of phosphorylating a vast array of substrates, ERK3 and ERK4 appear to have a very narrow substrate specificity (6). Their only known physiological substrate is the protein kinase MK5 5 (7-10). The regulation of ERK3 and ERK4 activity remains poorly understood. We and others have shown that the serine residue within the activation loop of ERK3/ERK4 (Ser-189/Ser-186) is phosphorylated in vivo (6, 11-13). Catalytically inactive forms of the kinases are similarly phosphorylated on this motif, indicating that activation loop phosphorylation is mediated by an upstream cellular kinase (12, 13). Phosphorylation of Ser-189/Ser-186 leads to enzymatic activation of ERK3/ERK4 and is required for binding to and for cytoplasmic relocalization of the substrate MK5 (12, 13). Recently, we have show...