Trophoblastic invasion and remodeling of the uteroplacental (spiral) arteries in primates are well-documented, but virally nothing is known of the early stages of these phenomena. Therefore, we examined invasion of the maternal vasculature in macaques and baboons at, and immediately following, implantation. Following penetration of the uterine epithelium (day 9), trophoblast spreads along the residual epithelial basal lamina. By day 10, cytoplasmic processes penetrate the epithelial and endothelial basal laminae, and syncytial trophoblast insinuates itself between maternal endothelial cells. As lacunae develop, both syncytial and cytotrophoblast are exposed to maternal blood. Endovascular cytotrophoblast was first observed in subepithelial dilated capillaries and venules. These vessels are lined by increasingly hypertrophied endothelial cells. The spiral arterioles are unmodified at this time. Particularly interesting was the observation that there is rapid extensive endovascular trophoblast invasion of the spiral arterioles immediately beneath the implantation site. By day 14-16 nearly all of the small arterioles directly beneath the site are completely occluded. There is no invasion of the veins in this region. Somewhat later, the deeper arterioles in the principal zone are invaded. Rather than a continuous stream of cells invading the deeper arterioles, these endovascular cells occur in clusters ranging from a few cells to groups of cells that completely plug the lumen. Our results indicate that trophoblastic invasion of maternal vessels occurs very early; and, at least initially, trophoblast can migrate between and along endothelial cells without causing their lysis. The endovascular cells eventually interrupt the endothelial lining of the arterioles and penetrate the walls of the vessels. The occlusion of arterioles underneath the site suggests that circulation through the lacunae at this stage is indirect. Corresponding stages of human development were examined, and no invasion of arterioles could be observed prior to formation of an extensive cytotrophoblastic shell.