We have employed an amphiphilic fluorescent probe to elucidate the mechanism by which a class of oxyethylene-oxypropylene copolymers catalyzes the insertion of hydrophobic or amphiphilic molecules into membranes. The rate of binding can be accelerated by over two orders of magnitude in the presence of the catalyst which does not itself disrupt the lipid bilayer. The rate of probe binding to lipid vesicles does not depend on the lipid concentration in the presence or absence of catalyst but is linearly related to the concentration of the catalyst. Probe binding to the polyol surfactant appears to be a component of the catalytic mechanism and equilibrium binding parameters can be determined; these are used to indirectly establish quantitative binding parameters for the probe to the vesicle membrane. The polyol surfactant is also shown to catalyze insertion of the probe into the outer leaflet of a hemispherical lipid bilayer and the plasma membrane of HeLa cells. The latter were also stained by catalyzed transfer of a fluorescent lipid from lipid vesicles. The permeability of the cell membrane is not significantly altered under any of the catalytic conditions. These data, taken together, suggest that the polyol surfactant extracts a monomeric substrate molecule from its aggregate or microcrystal and passes it to the membrane via a loose and transient contact.