Hitherto, all enveloped viruses were thought to shed their lipid membrane during entry into cells by membrane fusion. The extracellular form of Vaccinia virus has two lipid envelopes surrounding the virus core, and consequently a single fusion event will not deliver a naked core into the cell. Here we report a previously underscribed mechanism in which the outer viral membrane is disrupted by a ligand-induced nonfusogenic reaction, followed by the fusion of the inner viral membrane with the plasma membrane and penetration of the virus core into the cytoplasm. The dissolution of the outer envelope depends on interactions with cellular polyanionic molecules and requires the virus glycoproteins A34 and B5. This discovery represents a remarkable example of how viruses manipulate biological membranes, solves the topological problem of how a double-enveloped virus enters cells, reveals a new effect of polyanions on viruses, and provides a therapeutic approach for treatment of poxvirus infections, such as smallpox.antiviral therapy ͉ extracellular enveloped virus ͉ membrane dissolution ͉ Vaccinia virus ͉ virus entry H itherto, membrane fusion was the only known mechanism by which enveloped viruses overcome the lipid barrier to enter and replicate in cells (1, 2). Here we show that the extracellular enveloped virus (EEV) of Vaccinia virus (VACV) sheds its outer lipid membrane by a ligand-dependent nonfusogenic mechanism.VACV replication produces several distinct virions: the intracellular mature virus (IMV), intracellular enveloped virus, cellassociated enveloped virus (CEV), and EEV (3, 4). IMV is surrounded by one lipid membrane (5-9) and is physically robust to aid virus transmission between hosts. CEV and EEV are IMV particles wrapped with an additional membrane derived from the trans-Golgi network (10) or endosomes (11) and are responsible for virus dissemination within the host (4). This extra lipid envelope (EEV membrane) and the associated virus and host membrane proteins serve to protect the IMV particle within from immune surveillance and may contribute to a broader cell tropism of the virus (4). Recently, we provided unequivocal electron micrographs showing that IMV enters by fusion with the plasma membrane (8), consistent with previous reports (6,12,13), and the recent genetic evidence for entry by fusion (14-17). Once the naked core has entered the cytoplasm, it moves deeper into the cell on microtubules (18). However, for VACV EEV, the additional EEV membrane presents an unexplained topological problem for entry, because fusion of the EEV outer envelope with the plasma membrane or the membrane of an intracellular vesicle will release only an IMV, instead of a naked core, into the cytosol. For a recent review of VACV entry, see ref.19.Here we studied the entry of EEV by immuno-EM and demonstrated that the EEV outer membrane is disrupted at the point of cell contact after binding. This enables the IMV within to enter the cell by fusion with the plasma membrane. The ligands required for membrane rupture were ...