Actin-based regulation of striated mammalian muscle contraction is dependent on the position of tropomyosin on actin. Troponin stabilizes tropomyosin in the inactive state at low free Ca2+ concentrations. There is little or no activation of the ATPase activity of myosin S1 when actin filaments are in that state. Calcium binding to troponin releases tropomyosin from the inhibitory position so that it rapidly samples the active state (greatest activation of ATPase activity), the intermediate state and the inactive state. The intermediate state allows modest stimulation of myosin ATPase activity and is the most highly populated state at this condition. Binding of rigor myosin S1 to actin stabilizes the active state (1), (2) where tropomyosin occupies a unique position on actin (3). The inhibitory component of troponin, TnI, competes for binding with myosin-ATP in the absence of tropomyosin. However, that competition of binding is largely eliminated in the presence of tropomyosin (4). The actin-troponin-tropomyosin complex is stable; troponin is not displaced even by the high affinity binding of myosin in the presence of ADP. Smooth muscle also contains an actin-linked regulatory system (5) consisting of tropomyosin and the actin binding protein caldesmon (6). Smooth muscle tropomyosin differs from skeletal tropomyosin in several ways. Skeletal tropomyosin inhibits actin activation of myosin S1-ATPase activity over a wide range of conditions. Smooth muscle tropomyosin produces a steep increase in ATPase rate with increasing ionic strength with a crossover point from inhibition to activation near 0.05 M ionic strength (7). The head to tail interactions of smooth tropomyosin are stronger than those of the skeletal variety (8). There is a greater degree of stabilization of the active state of actin-tropomyosin per myosin S1 bound to actin for the smooth muscle variety of tropomyosin (9). Skeletal muscle tropomyosin is a mixture of αα homodimers and αβ heterodimers; smooth muscle tropomyosin appears to be 100% αβ heterodimer (10). Caldesmon is an actin binding protein (6) that appears to participate in regulation of non-muscle and smooth muscle contraction (11), (12). Caldesmon inhibits both actin activation of the rate of ATP hydrolysis by myosin and also myosin S1 binding to actin. Tropomyosin enhances the ability of caldesmon to inhibit actin activated ATPase activity (13), (14), (15). Caldesmon differs from troponin in that it remains competitive with S1-ATP binding in the presence of tropomyosin (16), (17), (18). Our data suggest that this inhibition of binding is biologically relevant (16), (17), (18), (19) and proportional to the extent of inhibition of ATPase activity (20). Other studies suggest that the inhibition of S1-ATP binding occurs at higher concentrations of caldesmon than necessary to inhibit the rate of actin-activated ATP hydrolysis (21). Because tropomyosin is a component of actin filaments of both smooth and striated muscle it is interesting to know the extent to which the inhibitory activity of caldesmon can be attributed to movement of tropomyosin on actin. Pyrene labeled smooth muscle tropomyosin bound to actin undergoes a change in fluorescence in the presence of caldesmon that has been attributed to movement of tropomyosin into an inhibitory state (22). However, image reconstructions of actin filaments containing smooth muscle tropomyosin and an actin binding caldesmon fragment show that tropomyosin does not occupy the same inhibitory position that is stabilized by troponin in the absence of calcium (23). We reexamined the question of tropomyosin movement using an acrylodan probe on smooth muscle tropomyosin that has certain advantages over pyrene tropomyosin for measuring transitions of actin-tropomyosin-troponin (24). Skeletal muscle troponin stabilizes the inactive state of skeletal tropomyosin-actin in the absence of calcium. We found that skeletal muscle troponin had a similar effect with smooth muscle acrylodan-tropomyosin bound to actin. The transition from the active state to the intermediate state occurred with a very rapid decrease in fluorescence followed by a slower increase in fluorescence as the inactive state became populated. A similar pattern was observed with caldesmon except that the fluorescence increase was faster than with troponin and of smaller amplitude. The fluorescence increase was correlated with caldesmon binding to actin-tropomyosin following S1-ATP detachment. With both troponin and caldesmon the slow increase in acrylodan-tropomyosin fluorescence appeared to reflect the rate constant for transition to the inactive state. In the case of troponin the change in acrylodan-tropomyosin fluorescence was attributed to movement of tropomyosin. In the case of caldesmon, the change in fluorescence was due either to caldesmon binding or to some subsequent process. Other results confirm the importance of competition of binding between caldesmon and myosin S1. We previously used the notation 1(0) for the inactive state, 1(2) for the intermediate state and 2(0), 2(1) or 2(2) for the active state of regulated actin (25). The first digit indicates the activity: 1 for low activity and 2 for high activity. The second digit, shown here in parentheses, is the number of bound calcium ions per troponin. The more recent nomenclature, blocked (inactive), closed (intermediate) and open (active), assumes a model of regulation that involves blocking myosin binding sites on actin (26). Because of different views of regulation of striated muscle (27) and uncertainties in regulation of smooth muscle addressed in the present paper we use the model-independent descriptors based on the measured levels of ATPase activity: inactive, intermediate and active.