B16 melanoma (B16M) cells with high GSH contentshow high metastatic activity. However, the molecular mechanisms linking GSH to metastatic cell survival are unclear. The possible relationship between GSH and the ability of Bcl-2 to prevent cell death was studied in B16M cells with high (F10) and low (F1) metastatic potential. Analysis of a Bcl-2 family of genes revealed that B16M-F10 cells, as compared with B16M-F1 cells, overexpressed preferentially Bcl-2 (ϳ5.7-fold). Hepatic sinusoidal endothelium-induced B16M-F10 cytotoxicity in vitro increased from ϳ19% (controls) to ϳ97% in GSH-depleted B16M-F10 cells treated with an antisense Bcl-2 oligodeoxynucleotide (Bcl-2-AS). L-Buthionine (S,R)-sulfoximine-induced GSH depletion or Bcl-2-AS decreased the metastatic growth of B16M-F10 cells in the liver. However, the combination of L-buthionine (S,R)-sulfoximine and Bcl-2-AS abolished metastatic invasion. Bcl-2-overexpressing B16M-F1/Tet-Bcl-2 and B16M-F10/TetBcl-2 cells, as compared with controls, showed an increase in GSH content, no change in the rate of GSH synthesis, and a decrease in GSH efflux. Thus, Bcl-2 overexpression may increase metastatic cell resistance against oxidative/nitrosative stress by inhibiting release of GSH. In addition, Bcl-2 availability regulates the mitochondrial GSH (mtGSH)-dependent opening of the permeability transition pore complex. Death in B16M-F10 cells was sharply activated at mtGSH levels below 30% of controls values. However, this critical threshold increased to ϳ60% of control values in Bcl-2-AS-treated B16M-F10 cells. GSH ester-induced replenishment of mtGSH levels (even under conditions of cytosolic GSH depletion) prevented cell death. Our results indicate that survival of B16M cells with high metastatic potential can be challenged by inhibiting their GSH and Bcl-2 synthesis.The majority of metastatic cells entering microvascular beds are killed within the first hours and do not generate colonies. This failure, termed "metastatic inefficiency" (1), is due to mechanical trauma produced by blood flow (2), the inability of cancer cells to withstand deformation (3), cytotoxicity of locally released reactive oxygen and nitrogen species (4), and the lytic action of lymphocytes and macrophages (5). The B16 melanoma (B16M) 1 is a model widely used to study metastatic spread and tissue invasion (6). The liver is a common site for metastasis development, and we recently reported that GSH (␥-glutamylcysteinyl-glycine) protects B16M-F10 cells (with high metastatic potential) against nitrosative and oxidative stress in the hepatic microvasculature (4, 6). In fact, multidrug and/or radiation resistance, which are characteristic features of malignant tumors, frequently associate with high GSH content in the cancer cells (7). B16M-F10 cell resistance to the HSE-induced cytotoxicity is highly dependent on GSH and GSH peroxidase (4). However, B16M-F10 cells cultured to low density (LD), with high GSH content, were more resistant to NO and H 2 O 2 than B16M cultured to high density (with ϳ25% of th...