Unconjugated bilirubin is a neurotoxic pigment that interacts with membrane lipids. In this study we used electron paramagnetic resonance and the spin labels 5-, 7-, 12-, and 16-doxyl-stearic acid (DSA) to evaluate the depth of the hydrocarbon chain at which interaction of bilirubin preferentially occurs. In addition, we used different pH values to determine the molecular species involved. Resealed right-side-out ghosts were incubated (1-60 min) with bilirubin (3.4-42.8 microM) at pH 7.0, 7.4, and 8.0. Alterations of membrane dynamic properties were maximum after 15 min of incubation with 8.6 microM bilirubin at pH 7.4 and were accompanied by a significant release of phospholipids. Interestingly, concentrations of bilirubin up to 42.8 microM and longer incubations resulted in the elution of cholesterol and further increased that of phospholipids while inducing less structural alterations. Variation of the pH values from 8.0 to 7.4 and 7.0, under conditions of maximum perturbation, led to a change from an increased to a diminished polarity sensed by 5-DSA. Conversely, a progressive enhancement in fluidity was reported by 7-DSA, followed by 12- and 16-DSA. These results indicate that bilirubin while enhancing membrane lipid order at C-5 simultaneously has disordering effects at C-7. Furthermore, recovery of membrane dynamics after 15 min of bilirubin exposure along with the release of lipids is compatible with a membrane adaptive response to the insult. In addition, our data provide evidence that uncharged diacid is the species primarily interacting with the membrane as perturbation is favored by acidosis, a condition frequently associated with hyperbilirubinemia in premature and severely ill infants.