Although serum-free media have been used to expand lymphokine-activated killer cells, antigen-specific CD8 T cell cytotoxicity does not develop in vitro in the absence of serum. The immunodominant Vbeta17 response to an influenza A matrix protein epitope restricted by HLA A2.1 was used to study the serum requirement for CTL activation. Serum acts directly on T cells and not indirectly by activating APCs. In the absence of serum, the initial steps of T cell activation, including expression of CD69 and CD25, are unimpaired and some antigen-specific cytotoxicity may be generated in the first few days after stimulation. However, expression of late activation markers, such as HLA-DR and CD38, and clonal expansion of class I-restricted antigen-specific CTL does not occur if CTL are not exposed to serum within 4 days of antigen exposure. The antigen-specific CTL, but not unstimulated bystander T cells, undergo apoptosis if they are not exposed to serum within a few days of activation. Apoptosis of TCR-activated CTL does not appear to be Fas-mediated since it is not blocked by inhibiting the Fas pathway. Therefore, late exposure to an unidentified serum protein regulates the clonal expansion of TCR-activated CD8 CTL.