Simian virus 40 (SV40), a non-enveloped DNA virus, is transported from the cell surface to the nucleus where virus replication occurs. This pathway of virus uptake involves binding to surface MHC class I molecules, entry via non-coated pits, and subsequent transport to the endoplasmic reticulum (ER). At some stage in this pathway the virus must cross a membrane to reach the cytosol. In the present review, the cellular machinery which the virus has utilized to enter the cell will be examined. In particular, we will consider recent evidence for the involvement of caveolae in the infectious entry step and propose a model involving recruitment of caveolar proteins around the membrane-bound virus. We also speculate that a similar mechanism may have been exploited by bacterial pathogens. The subsequent steps by which SV40 reaches the ER remain unclear but recent evidence suggests that this pathway may be shared with several other proteins that are transported from surface caveolae to the ER.