OBJECTIVE. To elucidate mechanisms underlying alveolar‐capillary crosstalk in the context of lipopolysaccharide (LPS)‐induced Acute Lung Injury (ALI), which causes The Acute Respiratory Distress Syndrome (ARDS).HYPOTHESISOxidative crosstalk between alveolar epithelium and adjacent endothelium causes mitochondrial injury and barrier failure in Acute Lung InjuryMETHODS. We instilled LPS (5mg/kg) by the intranasal (i.n.) route in anesthetized mice. We evaluated microvascular endothelia of isolated blood‐perfused mouse lungs by confocal microscopy, and ALI by bronchoalveolar lavage (BAL) 48h later. For microscopy, we gave the potentiometric mitochondrial dye MTDR, and the reactive oxygen species (ROS) indicator DCF by intravascular infusion. We determined the role of endothelial uncoupling protein 2 (UCP2) by (1) UCP2 knockdown in endothelia by vascular siRNA injection, and (2) endothelial‐specific knockout of UCP2. We transfected alveolar epithelium by i.n. instillation of catalase‐expressing plasmid, or depleted neutrophils by intraperitoneal injection of anti‐Gr1 antibody, 24 hours before i.n. LPS. We quantified barrier permeability through BAL protein content.RESULTS. Confocal imaging indicated that baseline fluorescence intensity of both endothelial MTDR and DCF was steady, indicating that endothelial mitochondrial potential and endothelial ROS were stable. However, 48 hours after LPS instillation, MTDR fluorescence decreased in venular capillaries more than in alveolar capillaries (n=4, p<0.05), indicating endothelial mitochondrial depolarization. Simultaneously, DCF fluorescence increased in venular capillaries more than in alveolar capillaries (n=4, p<0.05), indicating an increase in endothelial ROS. LPS instillation increased BAL protein (n=4, p<0.05). Knockdown of endothelial UCP2 expression, or expression of transfected catalase in the alveolar epithelium blocked LPS‐induced endothelial mitochondrial depolarization and BAL protein increase (p<0.05). Endothelial‐specific knockout of UCP2, but not neutrophil depletion, blocked LPS‐induced BAL protein increase (p<0.05).CONCLUSIONS. We show here for the first time that the hyper‐permeable responses of LPS‐induced ALI result from mitochondrial depolarization in venular capillaries. Transfer of H2O2 from alveoli, not neutrophils activated UCP2, causing proton influx into the mitochondrial matrix. Our findings reveal a novel mechanism of LPS‐induced ALI, implicating mitochondria‐oxidant coupling in barrier failure. Thus, UCP2 presents a potential therapeutic target for ARDS.