The initiation of DNA replication forks occurs at replication origins distributed along chromosomes and must be strictly controlled to ensure that the DNA is replicated once and once only in each cell cycle (for review, see Diffley 1996; Stillman 1996; Donaldson and Blow 1999). The process of building an active replication origin can be divided into two phases. The first phase, occurring in late mitosis and early G1, comprises the sequential assembly onto replication origins of the origin recognition complex (ORC), the Cdc6 protein, and the RLF–M complex of Mcm2–7 proteins (also known as MCM/P1 proteins), which results in them becoming “licensed” for DNA replication in the subsequent S phase. The second phase involves the action of the Cdc7 and cyclin-dependent kinases (CDKs) on each origin to load the Cdc45 protein and to induce the initiation of a pair of replication forks. It is of considerable current interest to understand in more detail the sequence of events leading to the initiation of replication. In this paper we have concentrated on defining the precise stage in the process when the Cdc7 protein acts, using the biochemically tractable Xenopus cell-free DNA replication system. Replication origins appear to be defined by binding the ORC (Bell and Stillman 1992). In yeast, ORC is bound to origins throughout the cell cycle (Diffley and Cocker 1992; Diffley et al. 1994), whereas in higher eukaryotes, ORC is probably displaced from the DNA during mitosis (Coleman et al. 1996; Romanowski et al. 1996; Rowles et al. 1999). During late mitosis and early G1, Cdc6 is then assembled onto ORC-containing DNA (Coleman et al. 1996). Chromatin containing ORC and Cdc6 can then be licensed by loading the RLF-M complex of MCM/P1 proteins, a reaction also requiring the RLF-B component of the replication licensing system (Chong et al. 1995; Kubota et al. 1995, 1997; Thommes et al. 1997; Tada et al. 1999; Prokhorova and Blow 2000). The complex of ORC, Cdc6, and MCM/P1 proteins appears to be responsible for the footprint of the prereplicative complex (pre-RC) observed in Saccharomyces cerevisiae on replication origins in late mitosis and early G1 (Diffley et al. 1994). Once licensing has occurred, ORC and Cdc6 become more loosely bound to DNA and have fulfilled their essential function in DNA replication (Hua and Newport 1998; Rowles et al. 1999). For a licensed origin to initiate replication, two S phase-promoting protein kinases are then required: an S phase-promoting CDK and the Cdc7/Dbf4 protein kinase. Cdc7 is a serine threonine kinase conserved from yeast to humans that is required for the initiation of DNA replication (Hollingsworth et al. 1992; Jackson et al. 1993; Masai et al. 1995; Jiang and Hunter 1997; Sato et al. 1997; Hess et al. 1998). Although Cdc7 protein levels are approximately constant throughout the cell cycle, Cdc7 kinase activity peaks at the G1/S transition (Jackson et al. 1993; Yoon et al. 1993). This regulation is achieved in part by association with a regulatory subunit termed Dbf4 (Brown and Kelly 1999; Cheng et al. 1999; Jiang et al. 1999; Oshiro et al. 1999; Takeda et al. 1999). Instead of acting as a general initiator of S phase, Cdc7 is probably required to promote initiation at individual origins because, as well as being required for progression into early S phase, it is also required late in S phase to promote initiation at late-firing origins (Bousset and Diffley 1998; Donaldson et al. 1998a). Several lines of evidence suggest that the MCM/P1 proteins are the physiological substrate of Cdc7/Dbf4. In yeast, a mutant allele of Mcm5 (mcm5–bob1) can suppress a complete loss of Cdc7 or Dbf4 (Hardy et al. 1997). Conversely, a mutant of Dbf4 (dbf4-6) was isolated as an allele-specific suppressor of Mcm2 (Lei et al. 1997). Cdc7 and Dbf4 interact physically with MCM/P1 proteins (Lei et al. 1997; Roberts et al. 1999), and a number of reports have identified MCM/P1 proteins as excellent substrates of Cdc7/Dbf4 kinase in vitro (Lei et al. 1997; Sato et al. 1997). Moreover, certain phosphorylations of the MCM/P1 proteins (most notably of Mcm2) in vivo depend on Cdc7 (Lei et al. 1997; Jiang et al. 1999). The ability of Cdc7 to phosphorylate the MCM/P1 proteins may be aided by its recruitment to replication origins because, in yeast, both Dbf4 and Cdc7 have been shown to interact with chromatin (Pasero et al. 1999; Weinreich and Stillman 1999), the association being dependent on ORC but not Cdc6 (Pasero et al. 1999). This interaction may be mediated by Dbf4, because a one-hybrid screen identified a domain of Dbf4 distinct from the Cdc7 interaction domain that recruited Dbf4 to replication origins (Dowell et al. 1994). Cdc7/Dbf4 could be a target of checkpoint kinases, because when yeast cells were treated with hydroxyurea to block progression through S phase, Dbf4 dissociated from the chromatin (Pasero et al. 1999). This treatment also induced the appearance of a phosphorylated form of Dbf4, which was dependent on the checkpoint kinase Rad53 (Brown and Kelly 1999; Cheng et al. 1999; Takeda et al. 1999; Weinreich and Stillman 1999). CDKs are also required for the initiation of licensed replication origins. CDK activity leads to the assembly of the essential initiation protein Cdc45 onto origins, creating a “preinitiation complex” (Zou and Stillman 1998). Cdc45 interacts genetically with different components of the pre-RC including MCM/P1 proteins and ORC (Hopwood and Dalton 1996; Owens et al. 1997; Zou et al. 1997), and the association of Cdc45 with chromatin requires Cdc6 and Mcm2 (Zou and Stillman 1998). However, the binding of yeast Cdc45 to chromatin is independent of Cdc7 function, suggesting that CDKs and Cdc7 may act on parallel pathways to initiate replication (Zou and Stillman 1998). CDKs play an important role in executing the temporal program of origin activation during the course of S phase (Donaldson et al. 1998b). Like Cdc7, CDKs are probably required to promote initiation at individual origins, because the CDK-dependent loading of Cdc45 onto late-firing origins only occurs late in S phase (Aparicio et al. 1999). In the present report, we have used cell-free extracts of Xenopus eggs to determine the precise stage in the process of origin activation at which Xenopus (X) Cdc7 acts. We show that XCdc7 binds to chromatin during G1 and S phase and that both the chromatin binding and the essential DNA replication function of XCdc7 are dependent on licensing but do not require the presence of XORC or XCdc6. We show that XCdc7 is required for the subsequent loading of XCdc45 onto chromatin by CDKs. Finally we show that XCdc7-dependent phosphorylation of XMcm2 and the essential function of XCdc7 can be performed in the absence of CDK activity. These results provide a simple model for the function of Cdc7 in the Xenopus system that appears to differ from that occurring in yeast.