The phosphatidylinositol 3-kinase (PI3K)/AKT pathway plays important roles in regulating cell motility. TSC2, a downstream target of AKT, is a central player in negatively controlling cell proliferation and protein translation through suppressing the activity of mTOR (mammalian target of rapamycin). However, the function of TSC2 in regulating cell migration remains unclear. Here, we show that TSC2 plays a critical role in the control of cell spreading, polarity, and migration. TSC2-deficient fibroblast cells were impaired in their ability to spread and alter actin cytoskeleton upon stimulation with insulin-like growth factor-1. Using scratch-induced polarization assay, we demonstrate that TSC2 (؊/؊) fibroblast cells polarized poorly toward the wound compared with wild-type cells. Similarly, knockdown of TSC2 expression in colon cancer cells resulted in a marked decrease in cell motility. Functionally, the activation of CDC42-and RAC1-GTPase was largely reduced in TSC2 knock-out fibroblast and TSC2 knockdown cancer cells. Furthermore, overexpression of an activating p110␣ mutant or short term rapamycin treatment rescued the cell polarization defect in TSC2 (؊/؊) fibroblast cells. Concurrently, the activation of CDC42 and RAC1 increased. The defect in cell migration and CDC42 and RAC1 activation was reversed by reintroducing TSC2 back into TSC2 (؊/؊) fibroblast cells. Taken together, we identified a novel role of TSC2 in controlling cell polarity and migration by regulating CDC42 and RAC1 activation.Tuberous sclerosis is an autosomal dominant disorder characterized by formation of hamartomas in multiple organs, including the brain, kidney, heart, lung, and skin. The mutations are found in genes encoding two tumor suppressors, tuberous sclerosis complexes TSC1 and TSC2, also named harmatin and tuberin, respectively (1). TSC1 and TSC2 function as a complex and exert their tumor suppressor function by negatively regulating the mTOR pathway (2). In the TSC1-TSC2 complex, TSC1 functions as a membrane-tethering anchor protein, whereas TSC2 serves as a GTPase activation protein to promote GTP hydrolysis and inactivation of RHEB, a small G-protein activator of mTOR. Loss of function mutations in either the TSC1 or TSC2 gene lead to abnormal up-regulation of mTOR signaling and are associated with the pathogenesis of the disease. Recent studies have shown that the activity of TSC2 can be regulated by multiple signaling inputs in cells (3). For example, TSC2 lies downstream of the PI3K/AKT 2 pathway, and phosphorylation by Akt deceases the GTPase activation protein activity of TSC2 and subsequently actives mTOR (4, 5). On the other hand, phosphorylation by the nutrient-sensing kinase, AMPK, enhances its ability to inactivate RHEB, therefore turning off mTOR-dependent cell growth signaling (6). In addition, TSC2 plays a critical role in controlling the negative feedback regulation of PI3K/Akt signaling (7, 8). Specifically, whereas loss of TSC2 function in tuberous sclerosis and other hamartoma syndromes leads to hyperactivat...