Background-At distinct times during embryonic development and after vascular injury, smooth muscle cells (SMCs) exhibit a highly proliferative, serum-independent growth phenotype. The aim of the present study was to evaluate the functional role of S6 ribosomal protein (S6RP) and upstream positive and negative regulators in the control of SMC serum-independent growth. Methods and Results-We previously reported increased expression of S6RP mRNA was associated with this unique growth phenotype. Using immunohistochemistry and Western blot analysis, we report high levels of total and phospho-S6RP and increased levels of Akt and p70S6K phosphorylation, upstream positive regulators of S6RP, in rat embryonic aortas and adult balloon-injured carotid arteries compared with quiescent adult aortas and uninjured carotid arteries. Western blot analysis demonstrated that cultured embryonic and neointimal SMCs that exhibited serumindependent growth capabilities expressed high levels of S6RP and constitutively active Akt, mTOR, and p70S6K. Pharmacological and molecular inhibition of phosphatidylinositol 3-kinase (PI3K) signaling pathways, using PI3K inhibitors, rapamycin, or dominant-negative Akt adenovirus, suppressed embryonic and neointimal SMC serumindependent growth. Finally, decreased activity of PTEN, an endogenous negative regulator of PI3K signaling, was associated with high in vivo SMC growth rates, and morpholino-mediated loss of endogenous PTEN induced a serum-independent growth phenotype in cultured serum-dependent SMCs. Conclusions-The possibility exists that cells that exhibit a distinct embryonic-like growth phenotype different from traditional SMCs are major contributors to intimal thickening. Growth of SMCs that exhibit this phenotype is dependent on constitutive Akt and mTOR/p70S6K signaling and is actively inhibited through the timed acquisition of the endogenously produced growth suppressor PTEN. Key Words: cells Ⅲ restenosis Ⅲ muscle, smooth Ⅲ aorta Ⅲ carotid arteries V ascular smooth muscle cell (SMC) proliferation plays a prominent role in normal vessel development and in many vascular pathologies, including restenosis after angioplasty and stent placement and atherosclerosis. The mechanisms that regulate SMC proliferation during vascular development and in response to vascular injury in the adult blood vessel, however, have yet to be fully elucidated. During development, aortic SMCs undergo a phase of rapid proliferation, during which the vessel wall acquires its complement of SMCs. 1 Replication rates decrease as the animal matures, with SMCs eventually reaching a quiescent state in the adult animal. 1,2 However, after injury to an adult artery, transient increases in SMC replication to levels similar to those exhibited during embryonic life are observed in the neointima. 2,3 Corresponding to high in vivo growth rates, SMCs cultured from embryonic aortas exhibit a distinct growth phenotype characterized by rapid serum-stimulated growth and the ability to replicate in a mitogen-or serum-independent man...