Switching between alternate states of gene transcription is fundamental to a multitude of cellular regulatory pathways, including those that govern differentiation. In spite of the progress in our understanding of such transitions in gene activity, a major unanswered question is how cells regulate the timing of these switches. Here, we have examined the kinetics of a transcriptional switch that accompanies the differentiation of yeast cells of one mating type into a distinct new cell type. We found that cell-type-specific genes silenced by the ␣2 repressor in the starting state are derepressed to establish the new mating-type-specific gene expression program coincident with the loss of ␣2 from promoters. This rapid derepression does not require the preloading of RNA polymerase II or a preinitiation complex but instead depends upon the Gcn5 histone acetyltransferase. Surprisingly, Gcn5-dependent acetylation of nucleosomes in the promoters of mating-typespecific genes requires the corepressor Ssn6-Tup1 even in the repressed state. Gcn5 partially acetylates the amino-terminal tails of histone H3 in repressed promoters, thereby priming them for rapid derepression upon loss of ␣2. Thus, Ssn6-Tup1 not only efficiently represses these target promoters but also functions to initiate derepression by creating a chromatin state poised for rapid activation.Cells are dynamic entities. In response to the myriad signals that regulate cell growth, metabolism, and differentiation, cells have the remarkable ability to profoundly change their phenotype (7,30,43,55). Underlying such phenotypic switches are alterations in the expression programs of the cellular genome. These gene expression changes are regulated in large part at the level of gene transcription, requiring the combined action of sequence-specific DNA-binding factors and large multisubunit coregulatory complexes to trigger a transcriptional switch. While transcription factors directly bind to specific gene sets to change their transcriptional state, the coregulatory complexes are recruited and have more genome-wide roles as transcriptional adaptors, histone-modifying enzymes, chromatin-remodeling machines, and chromatin assembly/disassembly factors. Understanding how these cooperative assemblies interact with and respond to the signals that ultimately induce a phenotypic change is critical to producing a transcriptional switching event. Yet, despite intensive investigation, the molecular mechanisms that bring about such transitions in gene transcription remain only partially understood.A compelling model for understanding the mechanisms that regulate transcriptional switching events and the cellular phenotypic transitions they engender is the mating-type determination and switching system in the yeast Saccharomyces cerevisiae. This unicellular eukaryote can exist in two distinct haploid cell types called a and ␣. Each of these cell types displays a unique mating behavior; both are able to recognize and fuse with cells of the opposite type to form a diploid cell, but ne...