Luteinization is essential to the success of early gestation. It is the process by which elements of the ovarian follicle, usually including both theca interna and granulosa cells, are provoked by the ovulatory stimulus to develop into the corpus luteum. Although there are significant species differences in luteinization, some elements pervade, including the morphological and functional differentiation to produce and secrete progesterone. There is evidence that luteinization results in granulosa cell exit from the cell cycle. The mechanisms that appear to control luteinization include intracellular signalling pathways, cell adhesion factors, intracellular cholesterol and oxysterols, and perhaps progesterone itself as a paracrine or intracrine regulator. Cell models of luteinization, along with some of the conflicting observations on the luteinization process, are discussed in this review.