Critical illness myopathy is an acquired disorder in which skeletal muscle becomes electrically inexcitable. We previously demonstrated that inactivation of Na+ channels contributes to inexcitability of affected fibres in an animal model of critical illness myopathy in which denervated rat skeletal muscle is treated with corticosteroids (steroid denervated; SD). Our previous work, however, did not address the relative importance of membrane depolarization versus a shift in the voltage dependence of fast inactivation in causing inexcitability. It also remained unknown whether changes in the voltage dependence of activation or slow inactivation play a role in inexcitability. In the current study we found that a hyperpolarizing shift in the voltage dependence of fast inactivation of Na+ channels is the principal factor underlying inexcitability in SD fibres. Although depolarization tends to decrease excitability, it is insufficient to account for inexcitability in SD fibres since many normal and denervated fibres retain normal excitability when depolarized to the same resting potentials as affected SD fibres. Changes in the voltage dependence of activation and slow inactivation of Na+ channels were also observed in SD fibres; however, the changes appear to increase rather than decrease excitability. These results highlight the importance of the change in fast inactivation in causing inexcitability of SD fibres.