The mechanism of free fatty acid (FFA) transport across membranes is a subject of intense investigation. We have demonstrated recently that flip-flop is the rate-limiting step for transport of oleic acid across phospholipid vesicles (Cupp, Transport of long chain free fatty acids (FFA) 2 across cell membranes is a necessary step for FFA utilization. Although considerable effort has been devoted to understanding the mechanism of cellular transport, there remains substantial disagreement as to whether transport is facilitated by membrane proteins or occurs by diffusion through the lipid phase (1-4). A protein-mediated mechanism would necessitate slow diffusion across the lipid phase, and therefore, understanding the mechanism of transport across simple lipid membranes has received considerable attention (5-13).DWe have recently re-examined this issue and found that flipflop is the rate-limiting step for transport of oleate across small (SUV), large (LUV), and giant (GUV) unilamellar vesicles and that dissociation is 5-10-fold faster than flip-flop (13). Previous conclusions (7, 11) that flip-flop was rapid and that dissociation was rate-limiting were based on incorrect interpretations of the results, primarily measurements of oleate influx into vesicles using oleate that was not complexed with serum albumin. We demonstrated previously that such measurements provide information about vesicle binding rather than flip-flop because the lipid bilayer is perturbed by exposure to high concentrations of unbound oleate when using uncomplexed oleate (13). In contrast, accurate information about flip-flop can be obtained by measuring influx using oleate complexed with bovine serum albumin (BSA) and/or measuring oleate efflux and dissociation from the vesicles (13).The studies of Cupp et al. (13) revealed that flip-flop represents a major barrier to transport of oleate across the lipid bilayer and that this barrier increases with increasing vesicle diameter from SUV (ϳ250 Å) to LUV and GUV (Ͼ1000 Å). Thus, the lipid phase barrier to FFA flip-flop, at least in certain cell membranes, might be large enough so that the cell's FFA metabolic requirements would necessitate a membrane protein transporter. In fact, we found a highly refractory lipid phase in our recent studies of FFA transport in adipocytes, where FFA transport was best described as mediated by an ATP-dependent transport pump (14,15).How the lipid phase can generate such large barriers is not known. The expectation of rapid flip-flop is based on the notion that flip-flop occurs by "Stokesian" diffusion through the hydrocarbon interior of the bilayer, a process equivalent to diffusion through an isotropic organic fluid. An isotropic solvent model is unlikely to provide an accurate representation of FFA flip-flop because of the anisotropic nature of the bilayer and the requirement for reorientation of the FFA within the bilayer. Moreover, diffusion of a solute through an isotropic solvent exhibits a relatively weak dependence (V Ϫ1 ⁄ 3 ) on solute size, whereas stud...