Nanoparticles, such as semiconductor quantum dots (QDs), have been found increasing use in biomedical diagnosis and therapeutics because of their unique properties, including quantum confinement, surface plasmon resonance, and superparamagnetism. Cell-penetrating peptides (CPPs) represent an efficient mechanism to overcome plasma membrane barriers and deliver biologically active molecules into cells. In this study, we demonstrate that three arginine-rich CPPs (SR9, HR9, and PR9) can noncovalently complex with red light emitting QDs, dramatically increasing their deliv- ery into living cells. Zeta-potential and size analyses highlight the importance of electrostatic interactions between positive-charged CPP/QD complexes and negative-charged plasma membranes indicating the efficiency of transmembrane complex transport. Subcellular colocalization indicates associations of QD with early endosomes and lysosomes following PR9-mediated delivery. Our study demonstrates that nontoxic CPPs of varied composition provide an effective vehicle for the design of optimized drug delivery systems.