This report is concerned with the nucleation and organization of microtubule bundles that assemble after 'conventional' centrosomal microtubule-organizing centres have been lost. The microtubule bundles in question span the lengths of wing epidermal cells. Bundles extend between hemidesmosomes at the apical cuticle-secreting surfaces of cells and basal attachment desmosomes that unite the dorsal and ventral epidermal layers of developing wing blades. Furthermore, each bundle includes up to 1500 microtubules and most of the microtubules are composed of 15 protofilaments. Individual cells were serially cross-sectioned at an early stage of bundle assembly. The number of microtubule profiles/cell cross-section decreased progressively by up to 59% of the most apical values in section sequences cut from fairly apical to more basal levels in the cells. The apical ends of microtubules were associated with numerous small dense plaque-like sites (diameter 0.1-0.2 micron), which were specialized regions of plasma membranes at the apical surfaces of cells. Many of the microtubules near apical plaques were not well aligned with each other; they 'radiated away' from cell apices. This was in contrast to the situation at more basal levels where most microtubules were oriented parallel to the longitudinal axes of cells. These findings indicate that the relatively dispersed arrays of apical plasma membrane-associated plaques act as microtubule-nucleating sites to initiate basally directed elongation of bundle microtubules. Apical cell surfaces and their plaques seem to operate as microtubule-nucleating and -organizing regions that functionally replace the centrosomal microtubule-organizing centres lost earlier in cell differentiation.