Background: Lead (Pb) has become one of the most dangerous metals to human health, especially to the nervous system as its persistent accumulation and high toxicity. However, how the gut microbiota influence the Pb-related neurotoxicity remains unclear. The aim of our study was to explore the link among Pb exposure, behavior changes, and gut microbiota. Methods: Using Drosophila melanogaster as model, climbing assay, social avoidance, social space, and short-term memory analysis were preformed to study the behavioral changes in flies exposed to Pb and their offspring. 16S rRNA sequencing was used to explore the changes in the gut microbiota of the flies with/without Pb-exposure. Results: The crawling ability, memory, and social interactions of Pb-exposed parent flies decreased significantly. For the offspring, behaviors were more significantly affected in male offspring whose male parent was exposed to Pb. The alpha diversity and the beta diversity of gut microbiota were significantly different between the Pbexposed flies and the controls, as well as between the male offspring and the controls. Two genera, Lactobacillus and Bifidobacterium were found significantly decreased in the Pb-exposed flies when compared to the controls and significantly correlated with the learning and memory. Four genera, Bilophila, Coprococcus, Desulfovibrio, and Ruminococcus were found depleted in the female offspring of the Pb-exposed flies. Conclusions: Lead exposure resulted in defective behavior and alteration of gut microbiota composition in flies and their offspring, alteration in gut microbiota might be the link between behavioral changes induced by Pb-exposure. K E Y W O R D S behavior analysis, Drosophila melanogaster, gut microbiota, lead exposure 700 | SUN et al.