Autophosphorylation of multifunctional Ca*+/calmodulin-dependent protein kinase makes it Ca*+ independent by trapping bound calmodulin and by enabling the kinase to remain partially active even after calmodulin dissociates. We show that autophosphorylation is an intersubunit reaction between neighbors in the multimeric kinase which requires two molecules of calmodulin. Caz+/calmodulin acts not only to activate the “kinase” subunit but also to present effectively the “substrate” subunit for autophosphorylation. Conversion of the kinase to the potentiated or trapped state is a cooperative process that is inefficient at low occupancy of calmodulin. Simulations show that repetitive Ca*+ pulses at limiting calmodulin lead to the recruitment of calmodulin to the holoenzyme, which further stimulates autophosphorylation and trapping. This cooperative, positive feedback loop will potentiate the response of the kinase to sequential Ca*+ transients and establish a threshold frequency at which the enzyme becomes highly active.