Amyloid fiber formation is correlated with pathology in many diseases, including Alzheimer's, Parkinson's, and type II diabetes. Although β-sheet-rich fibrillar protein deposits define this class of disorder, increasing evidence points toward small oligomeric species as being responsible for cell dysfunction and death. The molecular mechanism by which this occurs is unknown, but likely involves the interaction of these species with biological membranes, with a subsequent loss of integrity. Here, we investigate islet amyloid polypeptide, which is implicated in the loss of insulin-secreting cells in type II diabetics. We report the discovery of oligomeric species that arise through stochastic nucleation on membranes and result in disruption of the lipid bilayer. These species are stable, result in all-or-none leakage, and represent a definable protein/lipid phase that equilibrates over time. We characterize the reaction pathway of assembly through the use of an experimental design that includes both ensemble and single-particle evaluations. Complexity in the reaction pathway could not be satisfied using a two-state description of membrane-bound monomer and oligomeric species. We therefore put forward a threestate kinetic framework, one of which we conjecture represents a non-amyloid, non-β-sheet intermediate previously shown to be a candidate therapeutic target.amylin | membrane pore | cytotoxicity | disordered protein A lzheimer's, Parkinson's, type II diabetes, and other epidemiologically important diseases are characterized, in part, by the deposition of proteinaceous plaques termed amyloid (1, 2). For each disease, a specific protein is involved in amyloid assembly via a process that is cytotoxic, ultimately leading to degeneration. Although a defining characteristic, it is now widely thought that these deposits are not the origin of cytotoxicity. Instead, it has been suggested that cell dysfunction and death are mediated by small oligomeric species that acquire the capacity to disrupt cellular membrane integrity (3, 4). The energetic and structural basis by which these states mediate toxicity, however, is unclear.Islet amyloid polypeptide (IAPP or amylin) is a 37-residue peptide hormone cosecreted with insulin by pancreatic β-cells. Unmodified, wild-type IAPP self-assembles to form amyloid in type II diabetic patients in a process that is associated with β-cell dysfunction (2, 5). Indeed, the capacity of species-based sequence variants to form amyloid is correlated with the observation of metabolic disease (6). Thus, whereas primates and cats readily form amyloid and acquire diabetes, rats and mice do not spontaneously develop diabetes, and rodent IAPP does not form amyloid or other β-sheet aggregates. Diabetic symptoms can be induced in model rodents either by using toxins or by using rodents transgenic for human IAPP (7).Previous in vitro studies have shown that the binding of human and rat IAPP to lipid bilayers is cooperative (8), an observation accounted for by the presence of oligomeric species. The pop...