In Drosophila, a coordinate interplay between the Rel transcription factor Dorsal and the basic Helix-Loop-Helix transcription factor Twist initiates mesoderm formation by activating the zygotic expression of mesoderm-determining genes. Here, we show that TBP-associated-factors (TAF(II)s) within the basal transcription factor TFIID mediate transcriptional activation by Dorsal and Twist. Dorsal interacts with TAF(II)110 and TAF(II)60, while Twist contacts TAF(II)110. The TAF(II):activator interactions mediate simple and synergistic transactivation by Dorsal and Twist in vitro. Mutations in TAF(II)60 or TAF(II)110 alleviate the transcription of Dorsal and Twist target genes. Gene dosage assays imply that an interplay of Dorsal and Twist with TAF(II)110 is critically required for the activation of mesoderm-determining gene expression in the Drosophila embryo. The results provide evidence that TAF(II)-subunits within the TFIID complex play an important role during the molecular events leading to initiation of mesoderm formation in Drosophila.