An increasing number of reports discuss the role reactive oxygen species (ROS) have in cellular pathologies and cellular signaling processes. Critical to elucidating the underlying chemical mechanism behind these biological processes is the development of novel sensors and reporters with chemical sensitivity and, more importantly, molecular specificity, enabling the spatial and temporal monitoring of a specific ROS concentration in live cells. Here we report for the first time on the application of BODIPY-alpha-Tocopherol adduct (B-TOH), a novel lipophilic fluorescent antioxidant indicator, toward detection of peroxyl radicals in model lipid membranes and their imaging in the lipid membrane of live cells. Studies conducted in model lipid membranes show a 5-fold fluorescence enhancement upon reaction of liposome-embedded B-TOH with peroxyl radicals. The enhancement is independent of the solution pH and membrane composition. In studies in live cells performed under states of growth factor withdrawal and increased oxidative stress, a significant increase in B-TOH emission was also observed. Exogenous sources of free radicals were utilized herein, namely, N,N'-dimethyl-4,4'-bipyridinium dichloride (also known as methyl viologen or paraquat) and uncoated nonemissive CdTe nanoparticles, a source of Cd(2+). The recorded fluorescence intensity of B-TOH was proportional to the concentration of the dye and to the level of cellular oxidative stress. By employing fluorescent dyes such as Lysotracker and Nile Red, we demonstrate the formation of peroxyl radicals in subcellular locations in rat pheochromocytoma (PC12 cells) and in primary mouse hippocampal neural cells under oxidative stress conditions. Specifically, we observed peroxyl radicals in lysosomes. The assessment of the subcellular distribution of B-TOH in living cells deprived from growth factors and/or under oxidative stress may be useful in the future in determining subcellular sites of lipid peroxidation. In summary, results from this study underscore the potential of B-TOH as a sensitive and specific probe enabling the molecular imaging of peroxyl radicals in the lipid membranes of live cells.