The purpose of this study was to explore the changes in mRNA expression levels for metallothionein subtype 2 (MT-2) and heat-shock protein 70 (HSP70) in fathead minnows in response to environmental exposure in a mercury (Hg)-contaminated freshwater ecosystem. It was hypothesized that expression levels of both genes may rise concurrent with the bioaccumulation of Hg and possibly other heavy metals during exposure to the Ouachita River. The experimental design incorporated three distinct populations of fathead minnows: (1) a negative control population of laboratory-raised fathead minnows unexposed to heavy metals or other contaminants, (2) laboratory-raised fatheads placed in cages and exposed to a contaminated ecosystem for 2 wk, and (3) wild-caught (native) fathead minnows captured at the same site where caged fatheads tested positive for Hg bioaccumulation. Study endpoints included growth rates and gross pathology at necropsy. Total Hg levels of the water at the exposure sites as well as in whole fish homogenates were determined by cold vapor atomic absorption spectroscopy (AAS). AAS was also used to assay levels of lead (Pb) and copper (Cu), though these were below detectable limits. Hepatic expression levels of MT and HSP70 mRNA were determined by quantitative real-time reverse-transcription polymerase chain reaction (qRT-PCR). As hypothesized, levels of both transcripts were significantly increased in the caged exposure group and native fish group compared to unexposed control fish. In addition, the native fish group had significantly higher levels of expression for both genes when compared to caged exposed fish.