Understanding interactions between functional nanoparticles and lipid bilayers is important to many emerging biomedical and bioanalytical applications. In this paper, we report incorporation of hydrophobic cadmium sulphide quantum dots (CdS QDs) into mixed 1-palmitoyl-2-oleoyl-sn-glycero-3-phosphocholine (POPC)/1-palmitoyl-2-oleoyl-sn-glycero-3-phosphoethanolamine (POPE) liposomes, and into their supported bilayers (SLBs). The QDs were found embedded in the hydrophobic regions of the liposomes and the supported bilayers, which retained the QD fluorescent properties. In particular, we studied the effect of the QD size (2.7-5.4 nm in diameter) on the formation kinetics and structure of the supported POPC/POPE bilayers, monitored in situ using quartz crystal microbalance with dissipation monitoring (QCM-D), as the liposomes ruptured onto the substrate. The morphology of the obtained QD-lipid hybrid bilayers was studied using atomic force microscopy (AFM), and their structure by synchrotron X-ray reflectivity (XRR). It was shown that the incorporation of hydrophobic QDs promoted bilayer formation on the PEI cushion, evident from the rupture and fusion of the QD-endowed liposomes at a lower surface coverage compared to the liposomes without QDs. Furthermore, the degree of disruption in the supported bilayer structure caused by the QDs was found to be correlated with the QD size. Our results provide mechanistic insights into the kinetics of the rupturing and formation process of QD-endowed supported lipid bilayers via liposome fusion on polymer cushions.