Polycomb group proteins mediate heritable transcriptional silencing and function through multiprotein complexes that methylate and ubiquitinate histones. The 600-kDa E(Z)/ESC complex, also known as Polycomb repressive complex 2 (PRC2), specifically methylates histone H3 lysine 27 (H3 K27) through the intrinsic histone methyltransferase (HMTase) activity of the E(Z) SET domain. By itself, E(Z) exhibits no detectable HMTase activity and requires ESC for methylation of H3 K27. The molecular basis for this requirement is unknown. ESC binds directly, via its C-terminal WD repeats (-propeller domain), to E(Z). Here, we show that the N-terminal region of ESC that precedes its -propeller domain interacts directly with histone H3, thereby physically linking E(Z) to its substrate. We show that when expressed in stable S2 cell lines, an N-terminally truncated ESC (FLAG-ESC61-425), like full-length ESC, is incorporated into complexes with E(Z) and binds to a Ubx Polycomb response element in a chromatin immunoprecipitation assay. However, incorporation of this N-terminally truncated ESC into E(Z) complexes prevents trimethylation of histone H3 by E(Z). We also show that a closely related Drosophila melanogaster paralog of ESC, ESC-like (ESCL), and the mammalian homolog of ESC, EED, also interact with histone H3 via their N termini, indicating that the interaction of ESC with histone H3 is evolutionarily conserved, reflecting its functional importance. Our data suggest that one of the roles of ESC (and ESCL and EED) in PRC2 complexes is to enable E(Z) to utilize histone H3 as a substrate by physically linking enzyme and substrate.Polycomb group (PcG) and Trithorax group (TrxG) proteins are required for maintaining stable heritable expression patterns of many developmentally important genes (2, 32). Mutations of PcG genes and TrxG genes cause abnormal development and disease in mammals (3,14,17,40), which has spurred broad interest in the mechanisms underlying PcG protein-mediated gene silencing and TrxG protein-mediated gene expression. Much attention has focused on the covalent modifications of histones by PcG and TrxG protein complexes. Some noteworthy discoveries have included the identification of a histone H3 and H4 methyltransferase activity possessed by the SET domain-containing proteins SU(VAR)3-9, E(Z), TRX, and ASH1 (22).The Drosophila melanogaster 600-kDa ESC/E(Z) complex, also known as Polycomb repressive complex 2 (PRC2), which contains the PcG proteins ESC, E(Z), and SU(Z)12 as well as the histone H4 binding protein p55 (ortholog of mammalian RbAp48 and RbAp46), is recruited to specialized Polycomb response elements (PREs) and methylates histone H3 K27 in the surrounding chromatin of PcG target genes (4,7,16,25). A second PcG complex, PRC1, binds to the methylated H3 K27 and silences the promoter. The precise mechanism of silencing remains poorly understood, but silencing is lost when K27 methylation by E(Z) is perturbed.Mono-, di-, and trimethylated forms of H3 K27 (1me-, 2me-, 3meH3K27) can be detected in vi...