Observations of individual virions in live cells have led to the characterization of their attachment, entry and intracellular transport 1 . However, the assembly of individual virions has never been observed in real-time. Insights into this process have come primarily from biochemical analyses of populations of virions or from microscopic studies of fixed infected cells. Thus, some assembly properties, such as kinetics and location, are either unknown or controversial 2-5 . Here, we quantitatively describe the genesis of individual virions in real-time, from initiation of assembly to budding and release. We studied fluorescently tagged derivatives of Gag, the major structural component of HIV-1 which is sufficient to drive assembly of viral-like-particles (VLPs) 6 , using fluorescence resonance energy transfer (FRET), fluorescence recovery after photobleaching (FRAP) and total internal reflection fluorescent microscopy (TIR-FM) in living cells. Virions appeared individually at the plasma membrane, their assembly rate accelerated as Gag protein accumulated in cells and typically five to six minutes was required to complete the assembly of a single virion. These approaches allow a previously unobserved view of the genesis of individual virions and the determination of parameters of viral assembly that are inaccessible using conventional techniques.We monitored HeLa cells coexpressing untagged Gag and Gag fused to green fluorescent protein (GFP). This avoids the reported morphologic defect seen when Gag-GFP is expressed alone 7 and electron microscopic studies confirmed that VLPs containing Gag and Gag-GFP were morphologically indistinguishable from VLPs containing Gag only (data not shown). Gag was detected as a diffuse signal at 5-6 hours after transfection and discrete puncta that apparently localized at the plasma membrane began to appear at 6-7 after transfection ( Supplementary Fig. 1a) 4 . However, the signal from puncta at the plasma membrane was partially masked by the strong diffuse fluorescence emitted by cytoplasmic Gag-GFP ( Supplementary Fig. 1b). This diffuse fluorescence diminished relative to the intensity of the fluorescent puncta when imaged with TIR-FM, whose illumination decays exponentially from the coverslip/medium interface with a space constant of ~70 nm 8 , (Supplementary Fig. 1b). Thus, TIR-FM is well suited to monitor appearance of VLPs at the plasma membrane.Cells that had generated few (less than 20) Gag puncta at 5 to 6 after transfection were observed over the ensuing 30 to 60 min ( Supplementary Fig. 1c). Typically, 50 to 150 puncta per cell appeared during this period (movie 1). Their behavior fell into two discrete classes. One class appeared over several minutes (Fig. 1a top, b left and movie 2) and showed little lateral movement during and after emergence (average lateral velocity = 0.007 µm/sec, n=25,