The cell cycle behavior of hematopoietic cells varies from extended quiescence to spectacular proliferation. Cell cycle regulators choreograph these transitions through variation in the makeup of cyclin-dependent kinase (cdk)-containing complexes and through alteration in protein expression levels and subcellular localization. The mechanisms through which cell cycle regulators couple proliferation, differentiation and survival is coming into sharper focus. Cdk-inhibitors, once thought of solely in terms of a checkpoint function on cycling, are now known to interact directly with proteins and pathways central to differentiation and apoptosis. By shuttling between binding partners committed to discrete functional pathways, cell cycle regulators may directly coordinate proliferation with differentiation, migration and apoptosis.