Ileal loops including Peyer's patch were prepared in five 28-day-old calves and infused Salmonella typhimurium strain ST4/74. Loops were fixed 5 minutes to 2 hours after inoculation, and the mucosa was examined by light and electron microscopy. Within 5 minutes, the bacteria were interacting with the follicle-associated epithelium (FAE); the surface of M cells changed to lamellipodia, engulfing many bacteria. This process proceeded rapidly to 30 minutes, involving most M cells above crypt level. Most cells were exfoliated, and many were packed with bacteria, and the domed villi became stunted. There was a rapid migration of neutrophils through the FAE into the lumen by 15 minutes. By 60 minutes, there was no further interaction between the bacteria and the FAE; at this time bacteria were present in macrophages in the lamina propria. Restitution of the FAE was complete by 2 hours in spite of the many bacteria in the cell debris overlying the epithelium. Interaction of bacteria with the absorptive villi was delayed compared with interaction with the FAE. After 15 minutes, bacteria were seen adhering to some enterocytes of the upper third of the villi; many bacteria were adhering to the surface of the enterocytes at 20 and 30 minutes, but few were seen thereafter. Adherence was patchy and largely confined to cells whose surfaces were depressed relative to others. The microvillous surface of these enterocytes was extensively remodelled. Tissue response, with uptake of bacteria into vacuoles, exfoliation of enterocytes containing bacteria, and subsequent stunting of the villi, began at 30 minutes and was severe and progressive to 2 hours. Following the initial attachment and uptake of the bacteria loss of enterocytes progressed from these initial sites; bacteria were associated with the lateral cell membrane of cells adjacent to cells being extruded and not with the microvilli of cells at new sites. In a calf 4 hours after dosing orally with the same strain, M cells were engulfing bacteria and their cell surface was changed as seen in the inoculated loops; absorptive enterocytes were also taking up bacteria as seen in the ileal loops, indicating the process seen in the loops and after oral dosage was similar. For this strain of S typhimurium, there was an initial concentration of bacilli around the domed villus epithelium. This distribution was not random but may have resulted from a specific attraction to the FAE.