The human red blood cell (RBC) membrane, a fluid lipid bilayer tethered to an elastic 2D spectrin network, provides the principal control of the cell's morphology and mechanics. These properties, in turn, influence the ability of RBCs to transport oxygen in circulation. Current mechanical measurements of RBCs rely on external loads. Here we apply a noncontact optical interferometric technique to quantify the thermal fluctuations of RBC membranes with 3 nm accuracy over a broad range of spatial and temporal frequencies. Combining this technique with a new mathematical model describing RBC membrane undulations, we measure the mechanical changes of RBCs as they undergo a transition from the normal discoid shape to the abnormal echinocyte and spherical shapes. These measurements indicate that, coincident with this morphological transition, there is a significant increase in the membrane's shear, area, and bending moduli. This mechanical transition can alter cell circulation and impede oxygen delivery. promises more sensitive probes of their structure at the nanoscale and suggests new insights into the etiology of a number of human diseases (1, 2). In the healthy individual, these cells withstand repeated, large-amplitude mechanical deformations as they circulate through the microvasculature. Certain pathological conditions such as spherocytosis, malaria, and Sickle cell disease cause changes in both the equilibrium shape and mechanics of RBCs, which impact their transport function. Here we communicate measurements of RBC mechanics that rely on unique experimental and theoretical techniques to characterize the mechanics/rheology of normal and pathological RBCs over a range of length and time scales.Lacking a 3D cytoskeleton, RBCs maintain their shape and mechanical integrity through a spectrin-dominated, triangular 2D network attached to the cytosolic side of their plasma membrane. This semiflexible filament network, along with the surface tension of the bilayer, contributes to the elastic moduli of the composite membrane (3). The fluid lipid bilayer is thought to be the principal contributor to its bending or curvature modulus. Little is known about the molecular and structural transformations that take place in the membrane and spectrin network during the cell's morphological transitions from discocyte (DC, normal shape) to echinocyte (EC, spiculated shape) to spherocyte (SC, nearly spherical) (Figs. 1 A-C), which are accompanied by changes in RBC mechanics.A number of techniques have been used to study the rheology of live cells (2). Micropipette aspiration (4), electric field deformation (5), and optical tweezers (2) provide quantitative information about the shear and bending moduli of RBC membranes in static conditions. However, dynamic, frequencydependent knowledge of RBC mechanics is currently very limited with the notable exception of ref. 6. RBC thermal fluctuations ("flickering") have been studied for more than a century (7) to better understand the interaction between the lipid bilayer and the cytoskeleto...