Vesicles of dioleoylphosphatidylcholine (DOPC) formed by extrusion (liposomes) with hydrophobic alkanethiol-capped Au nanocrystals were studied. Dodecanethiol-capped 1.8-nm-diameter Au nanocrystals accumulate in the lipid bilayer, but only when dried lipid-nanocrystal films were annealed with chloroform prior to hydration. Without chloroform annealing, the Au nanocrystals phase separate from DOPC and do not load into the liposomes. Au nanocrystals with slightly longer capping ligands of hexadecanethiol or with a larger diameter of 4.1 nm disrupted vesicle formation and created lipid assemblies with many internal lamellar attachments.