Hydrogen peroxide (H 2 O 2 ) produced by cell-surface NADPH Oxidase (Nox) enzymes is emerging as an important signaling molecule for growth, differentiation, and migration processes. However, how cells spatially regulate H 2 O 2 to achieve physiological redox signaling over nonspecific oxidative stress pathways is insufficiently understood. Here we report that the water channel Aquaporin-3 (AQP3) can facilitate the uptake of H 2 O 2 into mammalian cells and mediate downstream intracellular signaling. Molecular imaging with Peroxy Yellow 1 Methyl-Ester (PY1-ME), a new chemoselective fluorescent indicator for H 2 O 2 , directly demonstrates that aquaporin isoforms AQP3 and AQP8, but not AQP1, can promote uptake of H 2 O 2 specifically through membranes in mammalian cells. Moreover, we show that intracellular H 2 O 2 accumulation can be modulated up or down based on endogenous AQP3 expression, which in turn can influence downstream cell signaling cascades. Finally, we establish that AQP3 is required for Noxderived H 2 O 2 signaling upon growth factor stimulation. Taken together, our findings demonstrate that the downstream intracellular effects of H 2 O 2 can be regulated across biological barriers, a discovery that has broad implications for the controlled use of this potentially toxic small molecule for beneficial physiological functions.growth factor signaling | redox biology | reactive oxygen species | fluorescent sensor | membrane regulation H ydrogen peroxide (H 2 O 2 ) is garnering increased attention as a molecule involved not only in immune response and oxidative stress, but also as a physiological effector in essential cellular processes (1-5). Seminal contributions have elucidated ligand stimulants (6-10) and enzymatic sources (11-13) for cellular H 2 O 2 production as well as putative downstream targets (14-24), but principles of how this reactive oxygen species (ROS) is spatially and temporally regulated to promote redox signaling over oxidative stress pathways remain insufficiently understood. Because many of the signaling functions of H 2 O 2 rely on its generation by nonphagocytic forms of NADPH (Nox) proteins on the extracellular side of cell membranes, understanding how cells funnel H 2 O 2 toward beneficial pathways in these locales is of significant interest. Despite its reactive nature, H 2 O 2 has been long thought to be freely diffusible across biological membranes in a manner akin to the related canonical small-molecule signal nitric oxide (NO) (25). More recent studies implicate the role of AQP water channels, a class of membrane-spanning proteins that facilitate the diffusion of water and other substrates with varying specificity (26-28), in mediating H 2 O 2 passage across the plasma membrane of reconstituted yeast (29) and plant (30) cells. However, given that the experiments described in these reports utilized nonspecific chemical reagents for determination of the redox signal that was passed into the cell, direct evidence that aquaporins influence the cellular uptake of H 2 O 2 in a na...