Bud dormancy is the primary mechanism by which the many perennial weeds escape herbicidal and mechanical control. We developed a 2,654-element Euphorbiaceae cDNA microarray using 1,886 sequenced cDNAs from the model perennial weed leafy spurge, 384 cDNAs from cassava, and 384 control genes from other plant, animal, and bacterial species. This array was used to follow changes in gene expression in root buds of leafy spurge following loss of paradormancy. The differential expression of several genes previously identified as being induced following loss of paradormancy was confirmed by microarray analysis. In addition, genes encoding an asparagine synthase, a phosphate-inducible protein, and a curculin-like (mannose-binding) lectin family protein were found to be rapidly up-regulated upon loss of paradormancy. Several genes involved in flavonoid biosynthesis were found to be rapidly down-regulated upon loss of paradormancy. The potential impact of flavonoid biosynthesis on auxin transport in response to bud growth is discussed.