Merocyanine (MC 540) is a fluorescent probe whose optical properties depend on the environmental polarity. In the presence of lipid bilayers, MC 540 binds to the membrane surface while simultaneously changing its fluorescence properties. Previous studies have shown that the fluorescence of merocyanine depends upon the lipid packing in the membrane. We measured the partitioning of MC 540 and its fluorescence properties in the presence of phosphatidylcholine membranes. We found that the fluorescence of MC 540 shows, as expected, a major change around the main phase transition of phosphatidylcholine membranes. However, instead of a step-like increase of fluorescence, the maximum at phase transition was observed. We were able to explain our data by combining two effects; dependence of MC 540 fluorescence on temperature and lipid fluidity. In addition, we established that the increase of the fluorescence intensity in the presence of lipid bilayers in the fluid state is due to the elevated partitioning of the probe into the lipid phase. The partition of MC 540 into the fluid membrane does not depends on the dye concentration in the aqueous phase. When lipid was in the gel phase the partitioning of the dye increased with its bulk concentration, whereas the fluorescence intensity remained unchanged. We conclude, therefore, that MC 540 forms nonfluorescent complexes when in the gel lipid membrane.