We studied the fluorescence of quantum dots in cells. Coating quantum dots with cationic peptides caused them to be endocytosed and transported to lysosomes. After overnight incubation, their fluorescence apparently dimmed but became markedly "photoactivatable", increasing more than 3-fold within minutes on exposure to bright light, and decaying over hours in the dark. Photoactivation was greater in the presence of water than ethanol, and UV illumination compensated for lack of water during photoactivation. Dimming and photoactivation could affect the use of quantum dots as quantitative probes in vivo and lead to new uses, such as tracking molecular movement.