Lyme disease, the most common arthropod-borne infection in the United States, is caused by the spirochete Borrelia burgdorferi (87). In nature, B. burgdorferi has an obligate biannual enzootic cycle involving small mammalian host reservoirs, typically Peromyscus leucopus, and an Ixodes tick vector (51, 96). To successfully complete this life cycle, B. burgdorferi must adapt to and propagate within two markedly different physiologic milieus (67, 75, 96). A number of investigators have reported that manipulation of parameters, such as temperature, pH, DNA supercoiling, cell density, and partial O2 pressure, during in vitro cultivation can trigger changes in gene and protein expression resembling those that occur when spirochetes adapt to their mammalian host (4, 20, 21, 44, 45, 65, 74, 77, 78, 89, 102). It also is now evident, however, that spirochetes must be exposed to as yet unidentified mammalian host-specific signals to induce the full range of transcriptional and translational changes that occur during infection (1, 13, 17, 19, 39, 97). Gene regulation during the tick phase of the enzootic cycle has come to be recognized as equally important to the spirochete's survival strategy (24, 29, 32, 53, 67, 73, 74, 91, 92, 96). In this regard, recent evidence obtained from expression profiling of p66 and ospD points to the existence of arthropod-specific signals that modulate B. burgdorferi gene expression at various times during the tick phases of the cycle (24, 91). Studies of differential gene expression in B. burgdorferi have given rise to several regulatory paradigms (90). The two most extensively investigated are the reciprocal regulation of outer surface protein A (ospA) and ospC as spirochetes alternate between the arthropod vector and mammalian host (25, 29, 41, 61, 64, 68, 76, 77, 106) and the temperature- and blood meal-dependent induction of the ospE, ospF, and elp (erp) genes (3, 6, 28, 39, 58, 88). An important advance in our understanding of the molecular mechanisms underlying these paradigms was the discovery from the genomic sequence that Lyme disease spirochetes coordinate their physiologic adaptations and pathogenic programs with just three sigma factors: the housekeeping sigma factor, σ70 (RpoD), and the alternate sigma factors RpoN and RpoS (33). Seminal studies by Norgard and coworkers (42, 83, 103) demonstrated that expression of RpoS is regulated by RpoN in concert with the response regulator protein Rrp2. Expression of RpoS, in turn, is essential for the induction of the established virulence factors ospC, dbpBA, and bbk32 as well as numerous other genes thought to be required to establish mammalian infection (18, 19, 42, 59, 79, 80, 100). Analysis of rpoS and RpoS-dependent genes within infected ticks has demonstrated that induction of the RpoS regulon begins during the nymphal blood meal prior to spirochete transmission (i.e., the RpoS-ON state) (19, 35, 36, 39, 41, 76, 77). RpoS is also required for repression of ospA and other tick-phase genes (e.g., bba62 and lp6.6) in response to mammalian host-specific signals (17, 19) although it is not known if RpoS-dependent repression occurs during nymphal tick feeding or only after spirochetes have transited to their murine host. Because ospA is transcribed by σ70 (84), the repression mechanism most likely involves blockage of transcription by an RpoS-dependent trans-acting factor; we along with others have proposed that the poly(T) tract upstream of the ospA promoter also contributes to repression (13, 17, 19, 84). Downregulation of ospA may also be influenced by environmental factors, such as pH (102), and or DNA topology (4). Expression of genes downregulated by RpoS within the mammalian host is thought to resume once spirochetes are acquired by naive larvae (i.e., the RpoS-OFF state) (19). Although the presence of homologous upstream regions and highly similar expression profiles initially suggested that the ospE, ospF, and elp genes are controlled by a common regulatory mechanism (2, 28, 58, 89), expression of ospF has been shown to be RpoS dependent while the ospE and elp paralogs are transcribed by σ70 (17, 18, 26, 27). Promoter mapping studies revealed that sequences in the −10 regions of the ospE, ospF, and elp promoters play a critical role in determining recognition by σ70 or RpoS (27). Transcription of ospE and elp paralogs by σ70 would make the corresponding proteins available at points within the enzootic cycle when RpoS is not present. By analogy with regulatory mechanisms identified in other bacteria (14, 37), differential expression of σ70-dependent genes in B. burgdorferi presumably involves trans-acting factors that interact directly or indirectly with RNA polymerase to enhance or diminish the efficiency of gene transcription. Along these lines, Babb et al. (5) have reported that the Erp-binding factor, chromosomal (EbfC), a borrelial YbaB ortholog (55), binds to a region upstream of the ospE paralogs although it is unclear what, if any, effect EbfC binding has on transcription of these genes. BBA74 initially was described as a 28-kDa virulence-associated outer-membrane-spanning protein with porin-like function (81, 82). More recently, we demonstrated that recombinant BBA74 lacks the physical properties typical of porins and that the native protein is located in the periplasmic space of B. burgdorferi (63). Bioinformatics analysis, however, has been unable to elucidate a possible function for BBA74 as it has no known orthologs. A clue that BBA74 functions within the arthropod vector was provided by microarray studies of spirochetes cultivated within dialysis membrane chambers (DMCs), which showed that bba74 is downregulated in response to mammalian host-specific signals (13, 19). To extend these results, we performed a more thorough characterization of bba74 in comparison to the paradigmatic genes ospC, ospA, and ospE. These analyses revealed that bba74 is transcribed by σ70 exclusively during the larval and nymphal blood meals and that this novel expression pattern is a result of RpoS-independent and -dependent forms of repression that are induced by arthropod host- and mammalian host-specific signals, respectively. Although loss of BBA74 does not impair the ability of Borrelia to complete its infectious life cycle (8, 36, 91), the complex regulation of this gene is consistent with the notion that BBA74 facilitates fitness of the spirochete within a narrow window of its tick phase. Our analysis of bba74 expression during the enzootic cycle also provided an opportunity to reexamine the ospA-ospC regulatory paradigm (75, 90, 96). Contrary to the prediction of strictly reciprocal expression of these genes and their corresponding proteins, spirochetes in the midguts of fed nymphs express large amounts of OspA as well as OspC. Our findings suggest that the heterogeneous expression of OspA and OspC by spirochete populations within fed nymphs results from the intricate sequence of transcriptional and translational changes that ensue as spirochetes transition from the RpoS-OFF to RpoS-ON state.