Polymyxin B was used to explore distribution of anionic phospholipids in sperm plasma membranes by electron microscopy of freeze-fracture replicas. After exposure to Hepes/Tris-buffered polymyxin at 4 mM, phosphatidylcholine liposomes showed no perturbations nor didthey fluoresce with dansylated incubation. When phosphatidylethanolamine was included in the liposomes, they became perturbed and fluoresced. Plasma membranes of Drosophila larval cells, containing or lacking cholesterol, were also disrupted by polymyxin.The cell membranes of guinea pig sperm were likewise disrupted but in specific functional areas. Fusional membrane domains showed protrusions; the stable membrane of the flagellum revealed diffuse bubbling. Regions of well-defined particle arrays and the postacrosomal segment maintained smooth contours. By fluorescence microscopy, we detected the same heterogeneous binding of the polymyxin dansyl derivative.By electron microscopy of freeze-fracture preparations, the cell membrane is a tapestry of different textural domains. In the guinea pig sperm plasma membrane, particle arrays (proteins) observed in freeze-fracture replicas exhibit characteristic patterns on particle surfaces-e.g., the "quilt" of the head, and the zipper and annulus of the tail (1). Recently, labeling sperm cells with filipin, a polyene, has also demonstrated cholesterol in a heterogeneous distribution (2, 3). Like filipin, polymyxin B (PXB) disturbs the contour of membranes containing the lipids that it binds. PXB binds anionic lipids, revealing their concentration distribution. After exposure to PXB, the outer membranes of Gram-negative bacteria erupt in protrusions (4-6) discernable by electron microscopy of thin-section, freeze-fracture, and scanning preparations (7,8); the number of protrusions is correlated with the PXB concentration (9). Moreover, PXB has a proven affinity for anionic lipids (10)(11)(12)(13)(14)(15)(16)(17)(18)(19)(20)(21).In this report, we demonstrate that PXB binds to a mammalian spermatozoon and insect larval cells, producing protrusions similar to those observed in prokaryotes. Unlike the uniformly disposed eruptions of bacterial membranes, however, various membrane perturbations emboss only specific regions of the sperm membrane. Tris buffer at pH 7.4. The vesicles were stored under argon at 4VC until used. We incubated treated and untreated vesicles in 25% glycerol for 1-2 hr before freezing, or processed them without glycerol for thin-sectioning as specified (2). Treatment of liposomes consisted of incubation at 370C in 2 mM PXB (Sigma) in 0.1 M Hepes/Tris buffer (pH 7.4). Additionally, one group of PtdCho/PtdEtn/cholesterol liposomes was incubated for 1 hr in 1.25% glutaraldehyde (pH 7.4, 1% sucrose) in the same buffer and processed for freeze-fracture.Cell Suspensions. Third-instar Drosophila melanogaster larval cells, provided by C. M. Havel (Department of Biochemistry and Biophysics, University of California, San Francisco), were grown in cholesterol-free medium until depleted of the ster...