Biological labeling has been demonstrated with CdSe quantum dots in a variety of animal cells, but bacteria are harder to label because of their cell walls. We discuss the challenges of using minimally coated, bare CdSe quantum dots as luminescent internal labels for bacteria. These quantum dots were solubilized with mercaptoacetic acid and conjugated to adenine. Significant evidence for the internal staining of Bacillus subtilis (Gram positive) and Escherichia coli (Gram negative) using these structures is presented via steady-state emission, epifluorescence microscopy, transmission electron microscopy, and energy dispersive spectroscopy. In particular, the E. coli adenine auxotroph, and not the wild type, took up adenine coated quantum dots, and this only occurred in adenine deficient growth media. Labeling strength was enhanced by performing the incubation under room light. This process was examined with steady-state emission spectra and time-resolved luminescence profiles obtained from time-correlated-single-photon counting.