We present ultrastructural evidence for the first known example of a giant nerve net in the phylum Ctenophora. The giant fibre system in Beroë underlies paired strips of adherent epithelial cells that run inside the lips. Interlocking actin-lined cell junctions between opposing adhesive strips keep Beroë's large mouth closed while the ctenophore searches for prey. The giant neurons, up to 6-8 microns in diameter, form a continuous lattice-like plexus rich in vesicles, microtubules, and 'presynaptic triads'. A novel feature is that individual giant axons make synaptic contacts with more than one type of effector, i.e. longitudinal muscle fibres and epithelial adhesive cells. Contact of prey with sensory receptors on the lips of Beroë induces rapid disappearance of the actin-lined adhesive cell junctions, and muscular opening of the mouth to ingest prey. Electron microscopy of food-opened mouths shows local thickening of longitudinal muscles and widening of the basal ends of epithelial cells in the adhesive strip, correlated with retraction of the adhesive epithelium into the mesoglea. Addition of 1% Triton X-100 to formaldehyde fixative in the absence of prey also elicits regional thickening of longitudinal muscles at the location of the adhesive strips (visualized by rhodamine-phalloidin staining). The giant neuron system may serve as a final common pathway to rapidly signal disassembly of actin-based junctions between adhesive cells as well as contractions of longitudinal muscles underlying the adhesive strips, thereby enabling Beroë to open its mouth rapidly to engulf prey.