We demonstrate that novel oligonucleotide-modified gold nanoparticle probes hybridized to fluorophore-labeled complements can be used as both transfection agents and cellular "nanoflares" for detecting mRNA in living cells. Nano-flares take advantage of the highly efficient fluorescence quenching properties of gold, cellular uptake of oligonucleotide nanoparticle conjugates without the use of transfection agents, and the enzymatic stability of such conjugates, thus overcoming many of the challenges to creating sensitive and effective intracellular probes. Nano-flares exhibit high signaling, have low background fluorescence, and are sensitive to changes in the number of RNA transcripts present in cells.Probes to visualize and detect intracellular RNA including those used for in situ staining, 1 molecular beacons, 2 and fluorescent resonance energy transfer (FRET) pairs 3 are important tools to measure and quantify activity in living systems in response to external stimuli. 4 However, these probes are often difficult to transfect, require additional agents for cellular internalization, and can be unstable in cellular environments. These factors can lead to a high background signal and the inability to detect targets. Here we show how novel oligonucleotide-modified gold nanoparticle probes hybridized to fluorophore complements can be used as both transfection agents and cellular "nano-flares" for visualizing and quantifying RNA in living cells. Nano-flares take advantage of the highly efficient fluorescence quenching properties of gold, 5 cellular uptake of oligonucleotide nanoparticle conjugates without the use of transfection agents, and the enzymatic stability of such conjugates, 6 thus overcoming many of the challenges to creating sensitive and effective intracellular probes. Specifically, nano-flares exhibit high signaling, have low background fluorescence, and are sensitive to changes in the number of RNA transcripts present in cells. The discovery and subsequent development of the oligonucleotide-nanoparticle conjugate have led to a variety of new opportunities in molecular diagnostics 11 and materials design. 12 Recently, it has been demonstrated that oligonucleotide-functionalized nanoparticles enter cells and can act as antisense agents to control gene expression. 6 These "antisense particles" are not only delivery vehicles, 13 but also single entity regulation and transfection agents that undergo facile cellular internalization, resist enzymatic degradation, and bind intracellular targets with affinity constants that are as much as two orders of magnitude greater than free oligonucleotides. 14 Moreover, they can be easily modified with potent designer materials such as locked nucleic acids 15 and are nontoxic under conditions required for gene regulation.The nano-flares described herein are oligonucleotide functionalized nanoparticle conjugates designed to provide an intracellular fluorescence signal that correlates with the relative amount of a specific intracellular RNA. By utilizing nanopart...