We have shown previously that preactivated merocyanine 540 (pMC540) and merodantoin appear to mediate their cytotoxic effects via interaction with Topo II. Now, we demonstrate a correlation between DNA Topo II activity and drug-sensitive (MCF-7) and -insensitive (MDA-MB-231) breast cancer cell lines. Further studies indicate that MDA-MB-231 cells are insensitive to the cytotoxic and DNA cleavage effects of pMC540 and merodantoin. This loss of sensitivity is not associated with M(r) 170,000 P-glycoprotein over expression. However, in drug insensitive cells, the Topo II catalytic activity in crude nuclear extract was reduced two- to-three-fold and in cellular extracts was virtually absent as determined by decatenation of kDNA. Topoisomerase I activities appeared similar in extracts from MCF-7 and MDA-MB-231 cell lines. Drug-induced DNA cleavage was reduced two-to-threefold in nuclear extracts from MDA-MB-231. m-AMSA was more effective in inhibiting the decatenation activity in the nuclear extracts from MDA-MB-231 as compared to MCF-7 cells. Western blot analysis of whole-cell lysates revealed undetectable immunoreactivity of Topo II in the drug-insensitive cells. These data indicate that insensitivity of MDA-MB-231 to pMC540 and merodantoin is in part due to the reduced drug-induced formation of the cleavage complex and Topo II (170 kD) enzyme content.