Activity-based proteomics is a methodology that is used to quantify the catalytically active subfraction of enzymes present in complex mixtures such as lysates or living cells. To apply this approach for in-cell selectivity profiling of inhibitors of serine proteases, we designed a novel activity-based probe (ABP). This ABP consists of (i) a fluorophosphonate-reactive group, directing the probe toward serine hydrolases or proteases and (ii) an alkyne functionality that can be specifically detected at a later stage with an azide-functionalized reporter group through a Cu(I)-catalyzed coupling reaction ("click chemistry"). This novel ABP was shown to label the active site of several serine proteases with greater efficiency than a previously reported fluorophosphonate probe. More importantly, our probe was cell-permeable and achieved labeling of enzymes within living cells with efficiency similar to that observed for the corresponding lysate fraction. Several endogenous serine hydrolases whose activities were detected upon in-cell labeling were identified by two-dimensional gel and MS analyses. As a proof of principle, cell-permeable inhibitors of an endogenous serine protease (prolyl endopeptidase) were assessed for their potency and specificity in competing for the in situ labeling of the selected enzyme. Altogether these results open new perspectives for safety profiling studies in uncovering potential cellular "side effects" of drugs (unanticipated off-target inhibition or activation) that may be overlooked by standard selectivity profiling methods. Molecular & Cellular Proteomics 7:1241-1253, 2008.Activity-based proteomics, in comparison with classic genomics and proteomics approaches, has been specially devised to enable the detection of active enzymes. Such a methodology is of particular relevance for example in the protease field where only a subfraction of the total enzyme pool (having undergone successive translocation, post-translational modifications, and proteolytic activation and having escaped binding of endogenous inhibitors) effectively participates in the cellular processes. To profile enzymatic activities in biological samples, activity-based proteomics relies on small reactive marker molecules called activity-based probes (ABPs), 1 which covalently and specifically label the accessible active sites of catalytic enzymes (1-3). So far, several directed and non-directed ABPs have been described that allow the monitoring of more than 20 enzyme classes (for extensive reviews, see Refs. 2-5).The detection of the population of active enzymes is of primary relevance for biological and in particular for pharmaceutical research because it could lead to the discovery of new targets for drug development. Indeed by comparing the activity profile of enzymes under physiological versus pathological conditions (e.g. of normal cells versus parasite-infected cells (6) or versus cancer cells (7-11)), several groups have identified up-regulated active enzymes potentially involved in the development and/or the mainte...