The majority of excitatory synaptic input in the brain is received by small bulbous actin-rich protrusions residing on the dendrites of glutamatergic neurons. These dendritic spines are the major sites of information processing in the brain. This conclusion is reinforced by the observation that many higher cognitive disorders, such as mental retardation, Rett syndrome, and autism, are associated with aberrant spine morphology. Mechanisms that regulate the maturation and plasticity of dendritic spines are therefore fundamental to understanding higher brain functions including learning and memory. It is well known that activity-driven changes in synaptic efficacy modulate spine morphology due to alterations in the underlying actin cytoskeleton. Recent studies have elucidated numerous molecular regulators that directly alter actin dynamics within dendritic spines. This review will emphasize activity-dependent changes in spine morphology and highlight likely roles of these actin-binding proteins.