Members of the Raf family of serine/threonine protein kinases have been well studied in a variety of organisms ranging from Drosophila to humans. Three raf homologues (raf-1, B-raf, and A-raf) exist in mammals, while a single prototypic homologue exists in lower organisms. A wealth of genetic and biochemical data have indicated that Raf family members are signaling kinases that are integral components of the conserved Ras/Raf/MEK/ERK signaling cascade. Following activation by Ras-dependent mechanisms, Raf protein kinases act as mitogen-activated protein (MAP) kinase kinase kinases, which phosphorylate and activate the type 1/2 MAP kinase kinases, also known as MEK1/2. These dual-specificity threonine and tyrosine kinases in turn phosphorylate and activate the ERK1/2 members of the MAP kinase family. This highly conserved Ras/Raf/MEK/ERK pathway serves to relay signals from the extracellular membrane to cellular effectors and has a profound influence on cell fate by regulating patterns of proliferation, differentiation, apoptosis, and motility (7, 25). All three mammalian Raf proteins have been shown to bind to MEK1/2 and lead to the sequential activation of MEK and ERK in vitro (12, 24, 33). However, there is accumulating evidence that B-Raf may be the more important physiological MEK activator. When endogenous Raf isotypes were immunoprecipitated and their activities were measured by using the MEK/ERK kinase cascade assay, B-Raf was shown to have considerably stronger kinase activity than the other two isotypes (14, 16). B-Raf is known to have a higher affinity for MEK1 than Raf-1 (29) and also to have a higher level of basal activity toward its substrate (24, 26). Gene targeting studies have shown that ERK phosphorylation and activation are not disrupted in mice or mouse embryonic fibroblasts (MEFs) containing an A-raf knockout mutation (27), a raf-1 knockout mutation (14, 28), or a MEK kinase-inactive version of Raf-1 with the Y340FY341F mutation (14). However, preliminary studies of B-raf−/− MEFs have shown that ERK phosphorylation is significantly reduced, if not absent, following stimulation with epidermal growth factor (EGF) (40). The appropriate regulation of the phosphorylation status and activity of the ERKs, as imposed by the Ras/Raf/MEK pathway, is absolutely critical to maintaining cell homeostasis (39). If ERK activity is inappropriately regulated, then cell transformation can arise (4), leading to tumourigenesis (6, 13). Oncogenic Ras alleles are detected in over 30% of human cancers (3) and are thought, at least in part, to mediate their effects through the deregulation of ERK activation (8). Activating mutations of the BRAF gene were detected recently in 70% of human malignant melanomas (6), 30% of thyroid cancers (18), and 15% of colon cancers. A total of 82% of BRAF mutations encode the V599E mutant, which has basal kinase activity 12.5-fold higher than wild-type B-Raf activity and stimulates constitutive ERK phosphorylation (6). Oncogenic BRAF and RAS alleles are rarely present in the same cancer samples, but they are present in the same cancer types and are thought to transform cells in a similar way through their ability to induce constitutive ERK phosphorylation (6). While the function of ERKs has been best characterized with regard to their ability to translocate to the nucleus and phosphorylate transcription factor complexes, ERKs also have a number of cytoplasmic substrates that can influence cell growth (39), apoptosis (20), and motility (2). With regard to cell motility, Klemke et al. (19) showed that the phosphorylation of myosin light chain (MLC20) kinase (MLCK) is high in cells expressing constitutively active MEK but is reduced in cells treated with MEK inhibitors (9, 19). MLCK also contains multiple MAP kinase consensus phosphorylation sites, and both ERK1 and ERK2 are able to directly phosphorylate MLCK, leading to enhanced MLCK activity. MLCK-mediated phosphorylation of serine 19 and threonine 18 of MLC is critical in myosin function, since it promotes myosin ATPase activity and the contractility of actomyosin. Consistent with these findings, it has been shown that ERK is involved in the potentiation of force development in vascular smooth muscle, most likely through the regulation of MLCK (5). ERK-mediated MLCK or myosin potentiation may also be important for targeting active ERK to newly formed focal adhesions (9). The expression of oncogenic alleles in fibroblasts is associated with MEK/ERK-dependent disruption of the actin cytoskeleton (30, 31, 35, 42). The sustained activation of ERK induced by oncogenic Ras leads to posttranscriptional down-regulation of the expression of ROCKI and Rho kinase (ROCKII), two Rho effectors required for actin stress fiber formation (31, 35). This down-regulation leads to reduced signaling through the LIM kinase (LIMK)/cofilin pathway but is functionally restored by MEK inhibition or by the overexpression of ROCK (31, 35). Similarly, v-src-induced disruption of the actin cytoskeleton of fibroblasts is mediated by sustained MEK/ERK signaling and leads to the down-regulation of ROCK expression and dephosphorylation of the actin-depolymerizing protein cofilin (30). In order to begin to assess how deregulated B-Raf activity may contribute to the motile phenotype of normal and tumor cells, we have analyzed MEFs derived from mice bearing a null mutation for B-raf (40, 41). These B-raf−/− mice die in midgestation at embryonic day 12.5 (E12.5) due to increased levels of spontaneous apoptosis of the endothelial cell lineage. However, the phenotype of B-raf−/− MEFs derived from these mice has not been investigated to date. Our studies now show that the most profound defect is one of altered motility associated with a collapsed actin cytoskeleton. B-raf−/− cells have significantly reduced levels of ERK1/2 phosphorylation. Contrary to what might be expected from the suggested role of ERK in controlling MLCK activity (19), however, the levels of phospho-MLC are not significantly changed. Instead, we provide evidence for a role of B-Raf in regulating a ROCKII/LIMK/cofilin signaling pathway leading to actin polymerization.