Knowledge of the roles of proteins that are abnormally suppressed or activated due to mutation in the DNA sequences of the common tumor suppressor genes, p14ARF and p53, is critical to the understanding the pathogenesis of breast cancer. Mdm2 is a mediator for the function of both p14ARF and p53. In this review article factors including Pokemon, Geminin, Twist, and Apigenin, which control the action of individual proteins in the p14ARF-Mdm2-p53 pathway in breast cancer as well the consequences of mutation 7 of p53 are discussed. The complexity of interaction of components of the pathway and the underlying development of cancer is emphasized. Opportunities for future therapeutic innovations are indicated.