Under excessive ER stress, the ER transmembrane sensors IRE1α and PERK send signals through the BCL-2 family of proteins to activate the mitochondrial apoptotic pathway. In response to unfolded proteins, IRE1α oligomerizes and induces endonucleolytic decay of hundreds of ER-localized mRNAs, depleting ER protein folding components and leading to worsening ER stress. Phosphorylated IRE1α also recruits TNF receptor-associated factor 2 (TRAF2) and activates apoptosis signaling kinase 1 (ASK1) and its downstream target c-Jun NH₂-terminal kinase (JNK). JNK then activates pro-apoptotic BIM and inhibits anti-apoptotic BCL-2. These conditions result in dimerization of PERK and activation of its kinase domain to phosphorylate eukaryotic translation initiation factor 2α (eIF2α), which causes selective translation of activating transcription factor-4 (ATF4). ATF4 upregulates expression of the CHOP/GADD153 transcription factor, which inhibits the gene encoding anti-apoptotic BCL-2 while inducing expression of pro-apoptotic BIM. ER stress also promotes p53-dependent transcriptional upregulation of Noxa and Puma, two additional pro-apoptotic BH3-only proteins. Furthermore, high levels of UPR signaling induce initiator caspase-2 to proteolytically cleave and activate pro-apoptotic BID upstream of the mitochondrion. In addition to antagonizing pro-survival BCL-2 members, cleaved BID, BIM and PUMA activate Bax and/or Bak. Hence, in response to excessive UPR signaling, the balance of BCL-2 family proteins shifts in the direction of apoptosis and leads to the oligomerization of BAX and BAK, two multi-domain pro-apoptotic BCL-2 family proteins that then drive the permeabilization of the outer mitochondrial membrane, apoptosome formation and activation of executioner caspases such as Caspase-3. Figure adapted with permission from the Journal of Cell Science [58].