During light-driven proton transport bacteriorhodopsin shuttles between two protein conformations, A large-scale structural change similar to that in the photochemical cycle is produced in the D85N mutant upon raising the pH, even without illumination, We report here that (i) the pK(a) values for the change in crystallographic parameters and for deprotonation of the retinal Schiff base are the same, (ii) the retinal isomeric configuration is nearly unaffected by the protein conformation, and (iii) preventing rotation of the C-13-C-14 double bond by replacing the retinal with an all-trans locked analogue makes little difference to the Schiff base pK(a). We conclude that the direct cause of the conformational shift is destabilization of the structure upon loss of interaction of the positively charged Schiff base with anionic residues that form its counter-ion.