A critical step in understanding the mode of action of insecticidal crystal toxins from Bacillus thuringiensis is their partitioning into membranes and, in particular, the insertion of the toxin into insect brush border membranes. The Umbrella and Penknife models predict that only ␣-helix 5 of domain I along with adjacent helices ␣-4 or ␣-6 insert into the brush border membranes because of their hydrophobic nature. By employing fluorescent-labeled cysteine mutations, we observe that all three domains of the toxin insert into the insect membrane. Using proteinase K protection assays, steady state fluorescence quenching measurements, and blue shift analysis of acrylodanlabeled cysteine mutants, we show that regions beyond those proposed by the two models insert into the membrane. Based on our studies, the only extended region that does not partition into the membrane is that of ␣-helix 1. Bioassays and voltage clamping studies show that all mutations examined, except certain domain II mutations in loop 2 (e.g. F371C and G374C), which disrupt membrane partitioning, retain their ability to form ion channels and toxicity in Manduca sexta larvae. This study confirms our earlier hypothesis that insertion of crystal toxin does not occur as separate helices alone, but virtually the entire molecule inserts as one or more units of the whole molecule.Insecticidal crystal proteins produced by Bacillus thuringiensis are of great commercial potential in the field of agriculture and health (1) by targeting a wide spectrum of crop pests and vectors of human diseases. Cry1A toxins are active against lepidopteran insects, which include agricultural pests. The toxins are produced by the bacterium in the stationary phase as inactive crystal protoxins (1). Activation of the 130-kDa protoxin to a 65-kDa active toxin occurs in the alkaline environment of the lepidopteran midgut. Crystal structures of the active toxin show that the toxin has three domains that are conserved through all the crystal toxins (2-7). Domain I is an ␣-helical bundle made of seven antiparallel ␣-helices. Domain II is a globin-like, wedge-shaped prism made of antiparallel -sheets ending in predominant ⍀-loops, and domain III is a lectin-like -sandwich. The protease-activated form of the toxin binds to receptors on the surface of the insect brush border membrane. Several receptors implicated in binding to the toxin include cadherins (8, 9), alkaline phosphatase, and one or more forms of aminopeptidases (10, 11), glycolipids (12, 13), and glycoproteins (14). The receptor-bound toxin has been proposed to undergo conformational changes (15, 16) before or after inserting into the membrane to form ion channels.Studies focused on insertion of Cry1A toxins into the insect membrane have limited their studies to two ␣-helices of domain I of Cry1A toxins, ␣-helix 4 and 5 based on the theoretical Umbrella model of insertion proposed early in the 1980s (17). There has been little analysis of the other regions of the toxin. Several studies using nonspecific proteases to det...