The mechanisms by which elevated plasma nonesterified fatty acid (NEFA) levels induce skeletal muscle insulin resistance remain unclear. A NEFA-induced defect in the activation of PI3K, which plays a key role in insulin's stimulation of glucose transport, has been invoked. We sought to examine the effects of elevated plasma NEFA (approximately 1 mmol/liter) on muscle PI3K activity, insulin receptor substrate (IRS)-1 (important for activation of PI3K), and Akt, which is downstream of PI3K and activated by phosphorylation on serine and threonine in a PI3K-dependent manner. Ten normal men [age, 37 +/- 9 yr (mean +/- SD); body mass index, 25.2 +/- 3.8 kg/m(2)] underwent two 5-h hyperinsulinemic (80 mU/m(2) x min) euglycemic clamps with basal and end of clamp biopsies of the vastus lateralis muscle. Plasma NEFAs were increased in one study by infusion of 20% Intralipid (1 ml/min) and heparin (900 U/h) throughout and for 2.5 h beforehand. Skeletal muscle protein levels were quantified by Western blotting. Elevated plasma NEFA reduced whole-body insulin-stimulated glucose disposal by 24% (42.1 +/- 4.0 vs. 54.8 +/- 3.6 micromol/kg x min; P < 0.001). Basal muscle IRS-1 was the same in the two studies. IRS-1 levels decreased by 40% in the control glucose clamps (P < 0.005), but did not change during the Intralipid study. Total tyrosine phosphorylated IRS-1 increased by 29% during the control clamps (P < 0.05), but by only 18% (NS) during the Intralipid studies. Total levels of p85alpha subunit of PI3K and Akt were not influenced by plasma NEFA levels either in the basal state or during the glucose clamps. The insulin-induced increase in IRS-1-associated PI3K activity was impaired by elevated NEFA, so that activity at the end of the clamps with Intralipid was 35% lower than in the control clamps (P < 0.05). The percentage reduction in PI3K activation correlated with the reduction in insulin-stimulated glucose disappearance rate that was induced by elevated NEFA (r = 0.70; P < 0.05). Basal P-ser- and P-thr-Akt levels were very low and unaffected by NEFA levels. The glucose clamps resulted in a marked increase in P-ser and P-thr Akt levels. Despite the decrease in PI3K in the Intralipid study, no defect in Akt phosphorylation was found. In summary, NEFA-induced insulin resistance is associated with an impairment of IRS-1 tyrosine phosphorylation and IRS-1-associated PI3K activation. Down-regulation of IRS-1 levels is also impaired. The NEFA-induced defect in muscle glucose uptake appears to be a consequence of a defect in the insulin-signaling pathway leading to impaired PI3K activation. This in turn may lead to impaired glucose transport through an Akt-independent pathway because Akt phosphorylation was unaffected by elevated NEFA levels.