Abstract To initiate prometastatic programs, carcinoma cells must transmigrate multiple extracellular matrix barriers, including the subtending basement membrane and the underlying interstitial matrix before gaining access to vascular and/or lymphatic beds. Subsequently, the cells extravasate and embed themselves in distant tissues where they must reactivate proliferation programs (Ann Rev Cell Dev Biol 25:567, 2009). Current evidence suggests that proinvasive carcinoma cells engage a reversible epithelial-mesenchymal cell-like transition (EMT) that falls under the regulation of a growing number of transcription factors, including Snail1 or Snail2. In response to multiple stimuli, ranging from growth factors and hypoxia to inflammatory cytokines and loss-of-function p53 mutations, EMT-inducing transcription factors promote the mobilization of a complex mix of proteinases that propagate the proteolytic remodeling of the extracellular matrix in a fashion that supports tissue-invasive activity (PNAS 106:20318, 2009; J Cell Biol 185:11, 2009; Genes & Dev 20:2673, 2006). While the identity of proteases mobilized by invading cells to traverse matrix barriers remains controversial, increasing evidence supports a critical role for a subclass of membrane-anchored matrix metalloproteinases, termed the membrane-type MMPs (MT-MMPs). In an exocyst-regulated fashion, MT-MMP family members decorate the leading edge of migrating cancer and stromal cells alike in order to drive invasion through extracellular matrix barriers. Importantly, MT-MMP function is not restricted to invasion alone as membrane-anchored proteases play additional roles in regulating cell proliferation, survival and differentiation (Cell 114:33, 2003; Cell 125:577, 2006; Genes & Dev 22:1231, 2008; Blood 115:221, 2010). While the range of cellular activities that fall under the MT-MMP umbrella is, in some ways, perplexing, new evidence suggests that MT-MMP-dependent pericellular proteolysis indirectly controls nuclear architecture and function in a 3-D extracellular matrix-specific fashion. Understanding the interplay between EMT-inducing transcription factors, the activation of tissue-remodeling cell programs, and the impact of pericellular proteolysis on gene regulation and function should provide new insights into the control of neoplastic cell trafficking and metastatic activities. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 102nd Annual Meeting of the American Association for Cancer Research; 2011 Apr 2-6; Orlando, FL. Philadelphia (PA): AACR; Cancer Res 2011;71(8 Suppl):Abstract nr SY02-01. doi:10.1158/1538-7445.AM2011-SY02-01