The X‐ray crystal structure of the serpin–proteinase complex suggested that the serpin deformed the proteinase thereby inactivating the molecule. Using a variant of α 1 ‐antitrypsin in which both tryptophan residues have been replaced by phenylalanine, we have shown that the proteinase becomes partially unfolded during serpin inhibition. The tryptophan free variant, α 1 ‐antitrypsin (FF) , is fully active as an inhibitor of thrombin. Thrombin has a fluorescence emission maximum of 340 nm which blue shifts to 346 nm, concomitant with a 40% increase in intensity, upon formation of the serpin–proteinase complex indicative of substantial conformational change within the proteinase. Stopped‐flow analysis of the fluorescence changes within the proteinase indicated a two‐step mechanism. A fast bimolecular reaction with a rate constant of 2.8×10 6 M −1 s −1 is followed by a slow unimolecular process with a rate of 0.26 s −1 that is independent of concentration. We propose that the first rate is formation of an initial complex which is then followed by a slower process involving the partial unfolding of the proteinase during its translocation to the opposite pole of the serpin.