Lyme disease, caused by Borrelia burgdorferi, is an inflammatory multistage infection, consisting of localized, disseminated, and persistent disease stages, impacting several organ systems through poorly defined gene regulation mechanisms. The purpose of this study is to further characterize the spatiotemporal transcriptional regulation of B. burgdorferi during mammalian infection of borrelial oxidative stress regulator (bosR) and decorin binding protein (dbpBA) by utilizing bioluminescent B. burgdorferi reporter strains and in vivo imaging. fluctuating borrelial load was also monitored and used for normalization to evaluate expression levels. bosR transcription is driven by two promoters, p bb0648 and p bosR , and we focused on the native promoter. bosR expression is low relative to the robustly expressed dbpBA throughout infection. in distal tissues, bosR was the highest in the heart during in the first week whereas dbpBA was readily detectable at all time points with each tissue displaying a distinct expression pattern. this data suggests bosR may have a role in heart colonization and the induction of dbpBA indicates a RpoS independent transcriptional regulation occurring in the mammalian cycle of pathogenesis. These finding demonstrate that B. burgdorferi engages unknown genetic mechanisms to uniquely respond to mammalian tissue environments and/or changing host response over time. Lyme disease, caused by Borrelia burgdorferi, is a complex vector-borne infection that causes a multistage inflammatory disease in numerous systems resulting in significant morbidity 1-4. The multiple stages begin with a localized dermal colonization followed by a dissemination to distal immunoprotective niches, including the central nervous system (CNS), heart, and joints, that can result in the development of neuroborreliosis, Lyme carditis, and/or arthritis, respectively. A robust innate and adaptive immune response is elicited by B. burgdorferi that is unable to clear infection or prevent the progression of disease 1. Antibiotic treatment effectively resolves the disease during early localized infection, but less so after dissemination and late Lyme disease. The Center for Disease Control (CDC) recently reported a substantial increase in the number of cases in the United States from approximately 30,000 to 300,000 per year due to under reporting and less than optimal diagnostic tools 5. Lyme disease is a significant public health concern with limited treatment options to protect and maintain long term quality of life in humans. Borrelia burgdorferi, a spirochetal bacterium, dynamically regulates gene expression to promote each stage of disease in the vector and mammalian host modulate disease and evade the immune response 2,6-8. Changes in environmental cues, such as pH, temperature, O 2 , CO 2 , metals and osmotic stress, detected by B. burgdorferi result in differential presentation of lipoproteins on the outer membrane to promote adherence, invasion, and colonization 9-17. Unknown host specific and tissue specific signals in...