Surprisingly, ILEI causes EMT by intracellular mechanisms, as shown by ILEI mutant proteins – neither secreted nor extracellularly cleaved by plasmin – that cause EMT. Secreted ILEI may, however, also perform extracellular functions: 1. Non-cleaved, secreted ILEI forms homodimers and is cleaved by plasmin after binding to ECM-fibronectin. 2. A highly secreted ILEI mutant protein lacking the propeptide removed by plasmin functions as a “super ILEI” in metastasis induction. Importantly, ILEI localizes to the trans-Golgi-network in normal cells, but is redistributed to vesicles in the entire cytoplasm upon EMT induction, explaining our earlier observation that cytoplasmic localization of ILEI is a strong predictor of metastasis in human breast cancer and melanoma. CREG, a secreted, mannose 6P-receptor binding, lysosomal protein, also caused EMT and metastasis in EpC40 cells, a feature shared by Drosophila and plant (Arabidopsis) CREG paralogs (Fig 2). Finally, RNAi-mediated knockdown of AnxA1 – a Ca++-binding, membrane-associated protein regulating multiple aspects of vesicle-trafficking – caused EMT and metastasis in EpC40 cells, but reversed EMT and abolished metastasis when overexpressed in dedifferentiated metastatic human mammary carcinoma cell lines. AnxA1 RNAi-induced EMT in EpC40 cells which required JAK/STAT3 signaling and Erk/MAPK activation. Therefore, cooperation of Ras with loss or gain of function in proteins from molecular machines essential for epithelial polarity causes EMT and metastasis, possibly by altering intracellular organelle-associated signal transduction occurring in MAPK, PI3K, TGFβR and STAT3 signaling. A variant of MDCK cells (the major cell model to study epithelial polarity) – able to undergo complete EMT in response to an estradiol-activated RafDD-ER protein (Fig. 3) – will be used to further investigate the above mentioned hypothesis.