9Lifeact is a short actin-binding peptide that is used to visualize filamentous actin (F-actin) 10 structures in live eukaryotic cells using fluorescence microscopy. However, this popular probe 11 has been shown to alter cellular morphology by affecting the structure of the cytoskeleton. The 12 molecular basis for such artefacts is poorly understood. Here, we determined the high-13resolution structure of the Lifeact-F-actin complex using electron cryo-microscopy. The 14 structure reveals that Lifeact interacts with a hydrophobic binding pocket on F-actin and 15 stretches over two adjacent actin subunits, stabilizing the DNase I-binding loop of actin in the 16 closed conformation. Interestingly, the hydrophobic binding site is also used by actin-binding 17 proteins, such as cofilin and myosin and actin-binding toxins, such as TccC3HVR from 18Photorhabdus luminescens and ExoY from Pseudomonas aeruginosa. In vitro binding assays 19 and activity measurements demonstrate that Lifeact indeed competes with these proteins, 20providing an explanation for the altering effects of Lifeact on cell morphology in vivo. Finally, 21we demonstrate that the affinity of Lifeact to F-actin can be increased by introducing mutations 22 into the peptide, laying the foundation for designing improved actin probes for live cell 23 imaging. 24