Exposure of mammalian cells to X rays results in prolongation of the cell cycle, including delays or arrests in G1, S and G2 phase. While G1-phase arrest occurs only in cells with wild-type p53 function, a G2-phase delay occurs in all cells regardless of p53 status. In this review, we summarize what is known about cell cycle progression through G2 and M phase and discuss the experimental findings that implicate different mechanisms in the G2-phase delay. Finally, we consider the possibility that G2-phase arrest plays a role in cell survival after irradiation.