The present invention provides a nanodisc without a membrane scaffold protein. The nanodisc includes a telodendrimer and a lipid the nanodisc does not include a membrane scaffold protein. The telodendrimer has the general formula PEG-L-D-(R)n, wherein D is a dendritic polymer L is a bond or a linker linked to the focal point group of the dendritic polymer each PEG is a poly(ethylene glycol) polymer each R is and end group of the dendritic polymer, or and end group with a covalently bound hydrophobic group, hydrophilic group, amphiphilic compound, or drug and subscript n is an integer from 2 to 20. Methods of making the nanodiscs are also provided.