Normal resting potential (P1) of myofibers follows the Nernst equation, exhibiting about -85 mV at a normal extracellular K+ concentration ([K+]o) of 4 mM. Hyperpolarization occurs with decreased [K+]o, although at [K+]o < 1.0 mM, myofibers paradoxically depolarize to a second stable potential of -60 mV (P2). In rat myofiber bundles, P2 also was found at more physiological [K +]o and was associated with inexcitability. To increase the relative frequency of P2 to 50%, [K+]o needed to be lowered to 1.5 mM. In the presence of the ionophore gramicidin, [K +]o reduction to only 2.5 mM yielded the same effect. Acetazolamide normalized this increased frequency of P2 fibers. The findings mimic hypokalemic periodic paralysis (HypoPP), a channelopathy characterized by hypokalemia-induced weakness. Of myofibers from 7 HypoPP patients, up to 25% were in P2 at a [K+]o of 4 mM, in accordance with their permanent weakness, and up to 99%were in P2 at a [K+]o of 1.5 mM, in accordance with their paralytic attacks. Of 36 HypoPP patients, 25 had permanent weakness and myoplasmic intracellular Na+ ([Na +]i) overload (up to 24 mM) as shown by in vivo 23Na-MRI. Acetazolamide normalized [Na+]i and increased muscle strength. HypoPP myofibers showed a nonselective cation leak of 12-19.5 μS/cm2, which may explain the Na+ overload. The leak sensitizes myofibers to reduced serum K+, and the resulting membrane depolarization causes the weakness. We postulate that the principle of paradoxical depolarization and loss of function upon [K+]o reduction may apply to other tissues, such as heart or brain, when they become leaky (e.g., because of ischemia).