Memory CD8 T cells, essential for defense against intracellular pathogens, are heterogeneous with respect to phenotype and function. Constitutively lytic effector memory cells primarily reside in nonlymphoid tissues, whereas secondary lymphoid tissues contain functionally quiescent central memory cells. However, the mechanism by which functionally distinct memory populations are maintained is unknown. In this study, we show that resting CD8 memory cells modified their functional abilities upon entry into nonlymphoid tissues, as exemplified by the induction of granzyme B and lytic activity. Contemporaneously, the costimulator CD27 was down-regulated. These findings hold important implications for memory cell lineage development and tissue-specific immunity.