The hypoblast (lower layer) was dissected from young chick blastoderms and explanted in vitro, where it formed an epitheloid sheet. Cells from the following malignant lines were explanted on top of the sheet both as aggregates and as cell suspensions: Hu456 human bladder carcinoma, SAOS-2 human osteosarcoma, LICR(LOND)-HN-4 laryngeal carcinoma. The interaction of the malignant cells with the hypoblast was studied by time lapse cinephotography, light microscopy, and transmission electron microscopy. All malignant cells penetrated through the hypoblast, so that a gradually enlarging hole formed in it. Apart from this common pattern of behaviour, the three types of malignant cells differed in their interactions with the hypoblast in the following ways. 1) Both the Hu456 and to a lesser extent the SAOS-2 cells brought about an initial retraction of the hypoblast so that a temporary cell-free space was formed. No such retraction occurred in response to the LICR-(LOND)-HN-4 cells. 2) Each of the three types of malignant cells migrated for some distance beneath the hypoblast, and in this area of underlap, there were differences in the amount and disposition of extracellular material. Thus, there was more extracellular material between the hypoblast and underlying SAOS-2 cells than between the hypoblast and underlying Hu456 cells, whilst there was no extracellular material between the hypoblast and underlying LICR(LOND)-HN-4 cells. Indeed, the hypoblast and LICR(LOND)-HN-4 cells often shared desmosomes. 3) When explanted as aggregates on hypoblast Hu456 and SAOS-2 cells left the corona and migrated as solitary cells underneath the hypoblast in contrast with control aggregates explanted on plastic. These cells which had migrated beneath the hypoblast were flatter than their corresponding control cells which had spread on the plastic substrate. The flatter cells appeared to have been using the extracellular materials as a substrate, rather than the plastic. Such differences in the migratory behaviour between experimental and control cultures were not observed with LICR(LOND)-HN-4 cells.