The health-promoting activities of procyanidin extracts from hawthorn (HPCs) are closely related to their digestive behaviors, absorption, and colonic metabolism, all of which remain unknown for now and thus hinder further exploration. This study aims to explore the dynamic changes of HPCs during in vitro digestion and fermentation, as well as their Caco-2 permeability, focusing mainly on the interaction between gut microbiota and HPCs. The results showed that the digested HPC samples had characteristic absorption peaks at 280 nm, and there were absorption peaks in the stretching vibration zone, including OH and CC on the benzene ring, which suggested that procyanidins were the main components in HPCs after in vitro digestion. Meanwhile, HPCs had the highest stability in the oral phase. However, the total procyanidin content of HPCs decreased during gastrointestinal digestion, and flavan-3-ol dimers and trimers in HPCs are partially degraded into epicatechin. Uptake of epicatechin (4.07 %), procyanidin B2 (2.15 %), and procyanidin B5 (39.44 %) through Caco-2 monolayer was also observed in HPC treatment, while there was still a large portion of procyanidins that was not absorbed. Subsequent fermentation resulted in a decrease in pH along with the production of short-chain fatty acids (SCFAs), mainly due to the degradation and utilization of HPC, as indicated by a reduction of total procyanidins. Furthermore, the HPCs modulated gut microbial populations: down-regulated the abundances of Bacteroides, Fusobacterium, Enterococcus, Parabacteroides, and Bilophila, and up-regulated Escherichia-Shigella, Klebsiella, Turicibacter, Actinobacillus, Roseburia, and Blautia. Ultimately, epicatechin and procyanidin B2, B5 and C1 were converted into phenolic acids through the metabolism of Bacteroides, Sutterella, Butyrobacter and Blautia. 4-ethylbenzoic acid, 4-hydroxyphenylpropionic acid, 3,4-dihydroxyphenyl acetic acid were confirmed as the significant metabolites in the fermentation. These results elucidated the potential mechanisms of HPCs metabolism and their beneficial effects on gut microbiota and colonic phenolic acids production.