Protein toxins from tarantula venom alter the activity of diverse ion channel proteins, including voltage, stretch, and ligandactivated cation channels. Although tarantula toxins have been shown to partition into membranes, and the membrane is thought to play an important role in their activity, the structural interactions between these toxins and lipid membranes are poorly understood. Here, we use solid-state NMR and neutron diffraction to investigate the interactions between a voltage sensor toxin (VSTx1) and lipid membranes, with the goal of localizing the toxin in the membrane and determining its influence on membrane structure. Our results demonstrate that VSTx1 localizes to the headgroup region of lipid membranes and produces a thinning of the bilayer. The toxin orients such that many basic residues are in the aqueous phase, all three Trp residues adopt interfacial positions, and several hydrophobic residues are within the membrane interior. One remarkable feature of this preferred orientation is that the surface of the toxin that mediates binding to voltage sensors is ideally positioned within the lipid bilayer to favor complex formation between the toxin and the voltage sensor.voltage sensor toxin | voltage-activated ion channel | toxin-membrane interaction | membrane structure | neutron diffraction P rotein toxins from venomous organisms have been invaluable tools for studying the ion channel proteins they target. For example, in the case of voltage-activated potassium (Kv) channels, pore-blocking scorpion toxins were used to identify the pore-forming region of the channel (1, 2), and gating modifier tarantula toxins that bind to S1-S4 voltage-sensing domains have helped to identify structural motifs that move at the protein-lipid interface (3-5). In many instances, these toxin-channel interactions are highly specific, allowing them to be used in target validation and drug development (6-8).Tarantula toxins are a particularly interesting class of protein toxins that have been found to target all three families of voltageactivated cation channels (3, 9-12), stretch-activated cation channels (13-15), as well as ligand-gated ion channels as diverse as acid-sensing ion channels (ASIC) (16-21) and transient receptor potential (TRP) channels (22, 23). The tarantula toxins targeting these ion channels belong to the inhibitor cystine knot (ICK) family of venom toxins that are stabilized by three disulfide bonds at the core of the molecule (16,17,(24)(25)(26)(27)(28)(29)(30)(31). Although conventional tarantula toxins vary in length from 30 to 40 aa and contain one ICK motif, the recently discovered double-knot toxin (DkTx) that specifically targets TRPV1 channels contains two separable lobes, each containing its own ICK motif (22, 23).One unifying feature of all tarantula toxins studied thus far is that they act on ion channels by modifying the gating properties of the channel. The best studied of these are the tarantula toxins targeting voltage-activated cation channels, where the toxins bind to the S3b-S4 vol...