The dynorphins are primarily endogenous ligands to the kappa-opioid receptor, but a variety of non-opioid effects have also been observed, including direct effects on membranes. The peptides are rich in Arg residues, a characteristic feature of the cell-penetrating peptides. In this investigation, we have examined the interaction of the two peptides dynorphin A and dynorphin B with model membranes. A variety of NMR methods, as well as CD and fluorescence spectroscopy, have been used to characterize the structure of the two peptides and, more importantly, the position of the peptides in phospholipid bicelles. Both peptides interact to a large extent with both zwitterionic and partly negatively charged bicelles but are only marginally structured in either solvent. Dynorphin A was found to insert its N-terminus into the bilayer of the bicelle, while dynorphin B was found to reside on the surface of the bilayer. Despite the high degree of similarity in the sequence of the two peptides, it has previously been observed that dynorphin A has membrane perturbing effects and causes leakage of calcein from large unilamellar phospholipid vesicles while dynorphin B has no such effects. Our results provide a possible explanation for the difference in membrane perturbation.