How the Bcl-2 family of proteins regulate programmed cell death triggered by developmental cues and in response to multiple stress signals is of intense interest (Adams 2003; Danial and Korsmeyer 2004). Whereas cell survival is promoted by Bcl-2 itself and several close relatives (Bcl-xL, Bcl-w, Mcl-1, and A1), which bear three or four conserved Bcl-2 homology (BH) regions, apoptosis is driven by two other subfamilies. The initial signal for cell death is conveyed by the diverse group of BH3-only proteins, including Bad, Bid, Bim, Puma, and Noxa, which have in common only the small BH3 interaction domain (Huang and Strasser 2000). However, Bax or Bak (multidomain proteins containing BH1-BH3) are required for commitment to cell death (Lindsten et al. 2000; Cheng et al. 2001; Wei et al. 2001; Zong et al. 2001). When activated, they can permeabilize the outer membrane of mitochondria and release proapoptogenic factors (e.g., cytochrome c) needed to activate the caspases that dismantle the cell (Adams 2003; Danial and Korsmeyer 2004; Green and Kroemer 2004). Interactions between members of these three factions of the Bcl-2 family dictate whether a cell lives or dies. When BH3-only proteins have been activated, for example, in response to DNA damage, they can bind via their BH3 domain to a groove on their prosurvival relatives (Sattler et al. 1997). How the BH3-only and Bcl-2-like proteins control the activation of Bax and Bak, however, remains poorly understood (Adams 2003; Danial and Korsmeyer 2004). Most attention has focused on Bax. This soluble monomeric protein (Hsu et al. 1997; Wolter et al. 1997) normally has its membrane-targeting domain inserted into its groove, probably accounting for its cytosolic localization (Suzuki et al. 2000; Schinzel et al. 2004). Several unrelated peptides/proteins have been proposed to modulate Bax activity (for review, see Lucken-Ardjomande and Martinou 2005), but their physiological relevance remains to be established. Alternatively, Bax may be activated via direct engagement by certain BH3-only proteins, the best documented being the active truncated form of Bid, tBid (Wei et al. 2000; Kuwana et al. 2002; Roucou et al. 2002). As discussed elsewhere (Adams 2003), the oldest model, in which Bcl-2 directly engages Bax (Oltvai et al. 1993), has become problematic because Bcl-2 is membrane bound while Bax is cytosolic, and their interaction seems highly dependent on certain detergents used for cell lysis (Hsu and Youle 1997). Nevertheless, it is well established that the BH3 region of Bax can mediate association with Bcl-2 (Zha and Reed 1997; Wang et al. 1998) and that Bcl-2 prevents the oligomerization of Bax, even though no heterodimers can be detected (Mikhailov et al. 2001). Thus, whether the prosurvival proteins restrain Bax activation directly or indirectly remains uncertain (see Discussion). Although Bax and Bak seem in most circumstances to be functionally equivalent (Lindsten et al. 2000; Wei et al. 2001), substantial differences in their regulation would be expected from their distinct localization in healthy cells. Unlike Bax, which is largely cytosolic, Bak resides in complexes on the outer membrane of mitochondria and on the endoplasmic reticulum of healthy cells (Wei et al. 2000; Zong et al. 2003). Nevertheless, on receipt of cytotoxic signals, both Bax and Bak change conformation, and Bax translocates to the organellar membranes, where both Bax and Bak then form homo-oligomers that can associate, leading to membrane permeabilization (Hsu et al. 1997; Wolter et al. 1997; Antonsson et al. 2001; Wei et al. 2001; Mikhailov et al. 2003). Since Bak, unlike Bax, is normally located at its site of action, how is it kept in check to prevent inappropriate cell death? We were prompted to investigate Bak regulation by recent evidence that it can form complexes with Mcl-1 (Cuconati et al. 2003) and that Mcl-1 is degraded at an early stage of apoptosis (Cuconati et al. 2003; Nijhawan et al. 2003). Here we report evidence from binding and functional studies that Bak is subject to negative regulation specifically by Mcl-1 and Bcl-xL but not other prosurvival family members. Thus, contrary to expectation, the prototypic guardian Bcl-2 is unable to prevent Bak activation. We show that stimuli from DNA damage drive BH3-only proteins to displace Bak from Mcl-1 and Bcl-xL, allowing Bak to self-associate and trigger apoptosis. We also report that the association of Noxa with Mcl-1 can trigger Mcl-1 degradation. Our demonstration that a subset of prosurvival family members controls Bak may explain the varied phenotypes observed on disruption of the prosurvival genes (Ranger et al. 2001) and has important implications for current efforts to develop drugs that regulate apoptosis by targeting the Bcl-2 family (Cory et al. 2003).