Cell shape is determined by the interplay between the lipid bilayer and the underlying network of protein polymers. We explored unknown determinants involved in cell morphogenesis as factors that transform phospholipid-based liposomes (diameter 5-20 microm). Unlabeled giant liposomes, observed through dark-field optics, were metastable in an aqueous suspension. In contrast, liposomes robustly protruded uniform tubules immediately after the addition of a brain extract to the suspension. The tubulation reaction was greatly facilitated when the liposomes contained PIP or PIP2. Biochemical analysis of the brain extract revealed that heteromeric complexes of septins, a family of polymerizing GTP/GDP-binding proteins, are responsible for the membrane transformation. Ultrastructural analysis established that each membrane tubule (diameter 0.43 +/- 0.079 microm) is braced by a circumferential array of septin filaments. Although submembranous septin assemblies are associated with diverse cortical morphogenesis from yeast to mammals, the biophysical basis for the septin-membrane interplay remains largely unknown. Further, there is a biochemical discrepancy between the fast septin remodeling in cells and their slow self-assembly in vitro. This membrane-facilitated fast septin assembly demonstrated for the first time by our unique experimental system should provide important clues to characterize these processes.