FRET measurements were used to determine the domain-specific topography of perfringolysin O, a pore-forming toxin, on a membrane surface at different stages of pore formation. The data reveal that the elongated toxin monomer binds stably to the membrane in an ''end-on'' orientation, with its long axis approximately perpendicular to the plane of the membrane bilayer. This orientation is largely retained even after monomer association to form an oligomeric prepore complex. The domain 3 (D3) polypeptide segments that ultimately form transmembrane -hairpins remain far above the membrane surface in both the membrane-bound monomer and prepore oligomer. Upon pore formation, these segments enter the bilayer, whereas D1 moves to a position that is substantially closer to the membrane. Therefore, the extended D2 -structure that connects D1 to membrane-bound D4 appears to bend or otherwise reconfigure during the prepore-to-pore transition of the perfringolysin O oligomer. membrane protein ͉ toxin ͉ fluorescence ͉ membrane P erfringolysin O (PFO), a cytolytic toxin from the pathogenic bacterium Clostridium perfringens, perforates cholesterolcontaining eukaryotic cell membranes by forming large aqueous pores that measure up to 300 Å in diameter (1). PFO belongs to a large family of protein toxins termed the ''cholesteroldependent cytolysins'' (CDCs) that serve as potent virulence factors for various pathogenic Gram-positive bacteria (2). Pore formation is accomplished by a complex mechanism that includes the stable binding of water-soluble PFO monomers to membranes with sufficient cholesterol, lateral diffusion of monomers on the membrane surface, the association of monomers into oligomeric prepore complexes that are composed of up to 50 polypeptides, and then the concerted insertion of a large oligomeric amphipathic -barrel as the prepore complex enters the membrane bilayer to create a large aqueous pore (3, 4).The transition of the water-soluble PFO monomer into a membrane-inserted oligomer involves extensive changes in protein conformation that have been the recent focal point of research. Several structural states and rearrangements have been identified, along with various protein-lipid and protein-protein interactions that mediate the conformational changes, by using the crystal structure of the PFO monomer (5), a repertoire of site-specifically mutagenized PFO derivatives, and multiple independent fluorescence techniques (6). Domain 4 (D4) is located at one end of the elongated PFO monomer (Fig. 1A) and is responsible for membrane recognition and initial binding (7), but only the tip of this domain is embedded in the nonpolar interior of the bilayer (8). D4-lipid interactions trigger conformational changes in the spatially distant D3 that expose a previously hidden interface for oligomerization and, hence, prepore complex formation (9). Two sets of three short ␣-helices in D3 then undergo an ␣-helix-to--sheet transition to create two transmembrane -hairpins (TMHs), TMH1 and TMH2, per monomer that are then inserted...