CTP:Phosphocholine cytidylyltransferase (CT) catalyzes the key step in phosphatidylcholine (PC) synthesis. CT is activated by binding to certain lipid membranes. The membrane binding affinity of CT can vary from micromolar to millimolar K(d), depending on the lipid composition of the target membrane. Class II CT activators like diacylglycerols and unsaturated phosphatidylethanolamines (PE) favor inverted lipid phase formation. The mechanism(s) governing CT's association with class II lipid membranes and subsequent activation are relatively unknown. We measured CT activation by vesicles composed of PC and one of three unsaturated PEs, dioleoylglycerol (DOG), or cholesterol. For each lipid system, we estimated the stored curvature strain energy of the monolayer when confined to a relatively flat bilayer. CT binding and activation correlate very well with the curvature strain energy of several chemically distinct class II lipid systems, with the exception of those containing cholesterol, in which CT activation was less than the increase in curvature strain. CT activation by membranes containing DOG was reversed by inclusion of specific lysolipids, which reduce curvature strain energy. LysoPC, which has a larger positive curvature than lysoPE, produced greater inhibition of CT activation. Stored curvature strain energy is thus an important determinant of CT activation. Membrane interfacial polarity was investigated using a membrane-anchored fluorescent probe. Decreases in quenching of this interfacial probe by doxyl-PCs in class II membranes suggest the probe adopts a more superficial membrane location. This may reflect an increased surface hydrophobicity of class II lipid membranes, implying a role for surface dehydration in CT's interactions with membranes containing class II lipids. Cholesterol, a poor activator of CT, did not affect the positioning of the polarity-sensitive probe, suggesting that one reason for its ineffectiveness is an inability to enhance surface hydrophobicity.