Differentiation of fibroblasts into myofibroblasts is an important event in many conditions such as wound repair and fibrosis. For example, in pulmonary fibrosis (PF) myofibroblasts occur in areas of active fibrosis and are responsible for production and deposition of extracellular matrix proteins [Vyalov et al., 1993]. Myofibroblasts derive from fibroblasts through the action of growth factors, such as, TGFβ [Desmouliere et al., 1993; Ronnov-Jessen and Petersen, 1993; Yokozeki et al., 1997; Roy et al., 2001]. Several signaling pathways have been proposed to mediate the actions of TGFβ on fibroblasts including the MAP kinase p38. Furthermore inhibition of p38 reduced pulmonary [Underwood et al., 2000; Matsuoka et al., 2002] and renal [Stambe et al., 2004] fibrosis in animal models. Recently the role of differentiation of fibroblasts into myofibroblasts in the pathogenesis of pulmonary hypertension has also been highlighted [Stenmark et al., 2002; Short et al., 2004]. We launched this project to investigate the role of MAP kinase activated protein kinase 2 (MAPKAPK2 or MK2), which is a downstream effector of p38, in fibrosis, and the mechanism by which its activation by TGFβ leads to differentiation of myofibroblasts. PF can arise in response to drugs and asbestos but the interstitial idiopathic pulmonary fibrosis (IPF) variant of the disease arises by unknown mechanisms. It has long been postulated that an inflammatory reaction is an important component or initiator of fibrosis. Several cytokines have been shown to be altered in fibrosis in animal models as well as human patients. For example, TGFβ [Khalil et al., 1991], IL-1β and TNFα [Piguet et al., 1993; Pan et al., 1996] have been reported to be elevated in the lungs of IPF patients. The range of cytokines altered during fibrosis led researchers to propose that fibrosis is the result of an imbalance between pro-inflammatory and profibrotic cytokines, and hence a dysregulated rather than a simple inflammatory reaction [Wallace et al., 1995; Ando et al., 1999; Ziesche et al., 1999]. Nevertheless, the role of inflammation in fibrosis continues to be questioned based on the fact that fibrosis can arise without clear evidence of inflammation, and that the levels of altered cytokines cannot be correlated with severity of fibrosis. While the range of cytokines and factors that become altered in the development of fibrosis continues to be investigated, it is clear that some of these factors, such as TGFβ initiate responses in model systems that mimic the human disease. Indeed, the key to understanding the etiology of PF might evolve from a better understanding of signaling events in fibroblasts in response to factors such as TGFβ leading to myofibroblast differentiation. Myofibroblasts are identified by increased expression of smα, which is usually expressed in smooth muscle cells. Functionally, myofibroblasts are more contractile and structurally they are characterized by increased actin stress fibers both of which are believed to be due to the increased expression of smα (for review, see Hinz and Gabbiani [2003]). Thus the mechanism by which smα expression is regulated has received considerable attention. In this report we have focused on TGFβ, a classical profibrotic factor, which has been linked to remodeling. TGFβ belongs to large family of proteins that are important in a variety of diseases ranging from cancer to pulmonary hypertension. It has been shown to stimulate a pathway that proceeds from cell surface receptors to the nucleus through Smad proteins (for review, see Attisano and Wrana [2002]). Yet TGFβ can signal independently of Smad proteins by activating Ras and Erk [Hartsough and Mulder, 1995; Hartsough et al., 1996], Rho GTPase and JNK [Atfi et al., 1997], as well as p38 MAP kinase [Hanafusa et al., 1999]. The latter pathway has recently been shown to play an important role in mediating the effects of hypoxia on different cell types [Seko et al., 1997; Conrad et al., 1999, 2000; Kacimi et al., 2000; Carini et al., 2001; Das et al., 2001; Kayyali et al., 2001; Marais et al., 2001; Welsh et al., 2001]. We have previously described how p38 activation leads to actin stress fiber formation in hypoxic endothelial cells and demonstrated that it is mediated by MK2 and its substrate HSP27 [Kayyali et al., 2002]. p38 signaling leading to HSP27 phosphorylation has also been shown to mediate fibroblast-mediated wound contractions [Hirano et al., 2002]. In evaluating the role of the p38 pathway in mediating the effects of TGFβ on fibroblast differentiation we have focused on MK2, an immediate downstream effector of p38. This kinase has been shown to phosphorylate serum response factor (SRF) which activates smα expression [Heidenreich et al., 1999]. Using mouse embryonic fibroblasts (MEF) from wild-type (WT) mice and MK2−/− mice in which the expression of MK2 has been disrupted, we examined myofibroblast potential and responsiveness to TGFβ. Our results indicate that MK2 plays an important role in myofibroblast phenotypic expression. Fibroblasts that lack MK2 express very little smα at baseline or in response to TGFβ. Furthermore, disruption of MK2 expression reverses the responsiveness of fibroblasts to TGFβ, implicating its mediation of the effects of TGFβ under normal conditions and in disease processes such as fibrosis.