Among various factors influencing ?-carotene (Bc) bioavailability, information on interactions between carotenoids or other micronutrients such as flavonoids during a meal that contains different plant-derived foods is quite limited. Because orange-fleshed sweet potato (OFSP) is an important Bc-rich staple food, a source of vitamin A in developing countries, this study focused on the effect of citrus fruit juice carotenoids and flavonoids on Bc bioaccessibility from OFSP. In vitro digestion coupled with the Caco-2 cell culture model was used to evaluate the bioaccessibility and cellular uptake of Bc from OFSP in the presence of pink grapefruit (pGF) or white grapefruit (wGF) juices. The addition of grapefruit juices significantly decreased the bioaccessibility, by up to 30%, but not the cellular uptake of Bc from boiled OFSP. Lycopene, but more probably naringin, present in grapefruit juices was suspected to be responsible for the inhibitory effect of the citrus juices on Bc bioaccessibility. This inhibition was apparently due in part to competition for incorporation between Bc and naringin into mixed micelles during in vitro digestion. In contrast, Bc uptake from dietary micelles was not impaired by naringin.