One of the hallmarks of long-term memory in both vertebrates and invertebrates is the requirement for new protein synthesis. In sensitization of the gill-withdrawal reflex in Aplysia, this requirement can be studied on the cellular level. Here, long-term but not short-term facilitation of the monosynaptic connections between the sensory and motor neurons requires new protein synthesis and is reflected in an altered level of expression of specific proteins regulated through the cAMP second-messenger pathway. Using gene transfer into individual sensory neurons of Aplysia, we find that serotonin (5-HT) induces transcriptional activation of a lacZ reporter gene driven by the cAMP response element (CRE) and that this induction requires CRE-binding proteins (CREBs). The induction by 5-HT does not occur following a single pulse, but becomes progressively more effective following two or more pulses. Moreover, expression of GAL4-CREB fusion genes shows that 5-HT induction requires phosphorylation of CREB on Ser119 by protein kinase A. These data provide direct evidence for CREB-modulated transcriptional activation with long-term facilitation.