We report the self-assembly of thin actin shells beneath the membranes
of giant vesicles. Ion-carrier mediated influx of Mg2+ induces actin
polymerization in the initially spherical vesicles. Buckling of the ve
sicles and the formation of blisters after thermally induced bilayer e
xpansion are demonstrated. Bilayer flickering is dominated by tension
generated by its coupling to the actin cortex. Quantitative flicker an
alysis suggests that the bilayer and the actin cortex are separated by
0.4 to 0.5 mu m due to undulation forces.