Various actin assemblies within the cell regulate many cellular processes such as cell shape and motility. The mechanical properties of these networks are challenging to measure in vivo. They have been studied in solution by indirect observation methods, such as multiple ball tracking. However, little is known about the behavior of such networks near the crowded cell membrane. Here we used in vitro TIRF microscopy to directly probe the formation of actin networks in real-time near a hydrophilic surface in the presence of crowding agents. We find that under these conditions actin does not form a mesh like network, but either textured nematic liquid crystals or a bundled network. We are directly able to follow the thermal fluctuations of actin filaments within these networks. Prearranged parallel networks of actin filaments near the crowded cell membrane could play a role in the rapid formation of stress fibers or microvilli. (c) 2006 Elsevier Inc. All rights reserved.