During cell entry, enveloped viruses fuse their viral membrane with a cellular membrane in a process driven by energetically favorable, large-scale conformational rearrangements of their fusion proteins. Structures of the pre-and postfusion states of the fusion proteins including paramyxovirus PIV5 F and influenza virus hemagglutinin suggest that this occurs via two intermediates. Following formation of an initial complex, the proteins structurally elongate, driving a hydrophobic N-terminal "fusion peptide" away from the protein surface into the target membrane. Paradoxically, this first conformation change moves the viral and cellular bilayers further apart. Next, the fusion proteins form a hairpin that drives the two membranes into close opposition. While the pre-and postfusion hairpin forms have been characterized crystallographically, the transiently extended prehairpin intermediate has not been visualized. To provide evidence for this extended intermediate we measured the interbilayer spacing of a paramyxovirus trapped in the process of fusing with solid-supported bilayers. A goldlabeled peptide that binds the prehairpin intermediate was used to stabilize and specifically image F-proteins in the prehairpin intermediate. The interbilayer spacing is precisely that predicted from a computational model of the prehairpin, providing strong evidence for its structure and functional role. Moreover, the F-proteins in the prehairpin conformation preferentially localize to a patch between the target and viral membranes, consistent with the fact that the formation of the prehairpin is triggered by local contacts between F-and neighboring viral receptor-binding proteins (HN) only when HN binds lipids in its target membrane.fusion protein refolding | membrane fusion | electron microscopy E nveloped viruses such as influenza virus, human immunodeficiency virus (HIV), and parainfluenza virus 5 (PIV5) encode class I fusion proteins that mediate coalescence of the viral and target membranes (1-6). Homotrimeric class I fusion proteins are synthesized as biologically inactive precursors that are activated by proteolytic cleavage, which generates a new N-terminal hydrophobic sequence known as the fusion peptide. The crystal structures of the paramyxovirus F-protein in its metastable prefusion form and the human parainfluenza virus 3 (hPIV3) F-protein in its very stable postfusion form, and also the influenza virus HA in pre-and postfusion conformations, reveal a unique protein architecture that undergoes large-scale, irreversible refolding during membrane fusion (7-10).These structures provided snapshots of the locations of the critical fusion peptide in the initial and final states: In the prefusion form, the fusion peptide is located along the protein surface, near the virus membrane; while in the postfusion state it is positioned to penetrate into the viral membrane through the formation of a hairpin conformation. Nevertheless, photochemical labeling (11) indicates that the fusion peptide engages with the target membrane in ...