The roX1 and roX2 genes of Drosophila produce non-coding transcripts that localize to the X-chromosome. In spite of their lack of sequence similarity, they are redundant components of an RNA/protein complex that up-regulates the male X-chromosome, contributing to the equalization of X-linked gene expression between males and females. roX1 is detected at 2 h AEL, prior to formation of the complex, and is present in both sexes. Maternally provided MLE (Maleless) is required for roX1 stability. By contrast, roX2 is male-specific and is first observed at 6 h. Either roX transcript can support X-localization of the complex, but localization is delayed in roX1 mutants until roX2 expression. These results support a model for the ordered assembly of the complex in embryos.