The global transcriptional response of Escherichia coli to styrene and the potential influence of the exposure source was determined by performing RNA sequencing (RNA-seq) analysis on both styrene-producing and styrene-exposed cells. Relative to an unexposed control, 1,574 and 755 genes showed significant changes in differential expression when styrene was exogenously added versus endogenously produced. Taken together, in both cases, styrene exposure appears to cause both cell envelope and DNA damage, to which cells respond by down-regulating key genes and pathways involved in DNA replication, protein production, and cell wall biogenesis. Among the most significantly up-regulated genes under both exposure modes were those involved in the phage shock protein response (e.g. pspABCDE/G), general stress regulators (e.g. marA, rpoH), and several membrane-altering genes (notably, bhsA, ompR, ldtC), whereas most efflux transporters were, surprisingly, unaffected. Subsequent studies performed with styrene addition, meanwhile, demonstrate how strains lacking ompR (involved in controlling outer membrane (OM) composition/osmoregulation) or any of tolQ, tolA, or tolR (all involved in OM constriction) each displayed over 40 per cent reduced growth relative to wild-type E. coli; differences pointing to the likely importance of these OM-associated processes in native styrene tolerance. Conversely, despite reducing the basal fitness of unexposed cells, overexpression of plsX (involved in phospholipid biosynthesis) led to 70 per cent greater growth when styrene exposed; further suggesting the importance of OM properties in controlling tolerance. Overall, the collective behaviors suggest that, regardless of its source, prolonged exposure to inhibitory styrene levels causes cells to shift from a 'growth mode’ to ‘survival mode’, redistributing cellular resources to fuel native tolerance mechanisms.