The alpha(v)beta(3) integrin is known to cooperate with receptor tyrosine kinases to enhance cellular responses. To determine whether alpha(v)beta(3) regulates transforming growth factor beta (TGFbeta) 1-induced responses, we investigated the interaction between alpha(v)beta(3) and TGFbeta type II receptor (TGFbetaIIR) in primary human lung fibroblasts. We report that TGFbeta1 up-regulates cell surface and mRNA expression of alpha(v)beta(3) in a time- and dose-dependent manner. Co-immunoprecipitation and confocal microscopy showed that TGFbetaRII associates and clusters with alpha(v)beta(3), following TGFbeta1 exposure. This association was not observed with alpha(v)beta(5) or alpha(5)beta(1). We also used a novel molecular proximity assay, bioluminescence resonance energy transfer (BRET), to quantify this dynamic interaction in living cells. TGFbeta1 stimulation resulted in a BRET signal within 5 min, whereas tenascin, which binds alpha(v)beta(3), did not induce a substantial BRET signal. Co-exposure to tenascin and TGFbeta1 produced no further increases in BRET than TGFbeta1 alone. Cyclin D1 was rapidly induced in cells co-exposed to TGFbeta1 and tenascin, and as a consequence proliferation induced by TGFbeta1 was dramatically enhanced in cells co-exposed to tenascin or vitronectin. Cholesterol depletion inhibited the interaction between TGFbetaRII and alpha(v)beta(3) and abrogated the proliferative effect. The cyclic RGD peptide, GpenGRGDSPCA, which blocks alpha(v)beta(3), also abolished the synergistic proliferative effect seen. These results indicate a new interaction partner for the alpha(v)beta(3) integrin, the TGFbetaIIR, in which TGFbeta1-induced responses are potentiated in the presence alpha(v)beta(3) ligands. Our data provide a novel mechanism by which TGFbeta1 may contribute to abnormal wound healing and tissue fibrosis.