Injections of dye, latex and India ink were used to reveal the path of hemolymph circulation through the scorpion booklungs. Fine, branched arteries carry blood directly to muscle and other organs. The blood returns through venous channels to the ventral mesosoma where it passes laterally through the booklungs and into the pneumocardial veins just beneath the pleural cuticle. Blood flows dorsally through these veins to the pericardial sinus and heart. The scorpion has four pairs of booklungs located in the anterior segments of the ventral mesosoma. Each booklung has a spiracle which opens into an atrium enclosed by cuticular membrane. Air passes from the atrium into the booklung lamellae. Agitation of the animal or application of CO(2) causes retraction of the anterior and posterior atrial membrane. This expands the atrial chamber and allows gas exchange in the booklung lamellae. The posterior atrial membrane has a specialized region which forms a springy valve. This normally closes the spiracle unless pulled open by contraction of the attached poststigmaticus muscle. The pectens and receptors within the atrium may mediate the responses to CO(2). Slender hypocardial ligaments containing muscle fibers extend from the heart (dorsal mesosoma) to the booklungs in the ventral mesosoma. Heart movements thus cause dorso-ventral movement of the booklungs. The significance of these movements is as yet unclear. They may increase ventilation, help force blood to the heart and/or agitate the blood and booklung lamellae and thereby aid gas exchange. Passage of blood through the booklungs is regulated by dorsal and ventral muscles attached to the atrium at the lateral edge of the booklung. Contraction of the ventral atrial muscle closes the excurrent channel for passage of blood from the booklung into the pneumocardial vein. Electrical stimulation of the segmentai nerves from the subesophageal and first three abdominal ganglia causes spiracle opening and contraction of muscles attached to the atrial membrane. A previous study showed that these same segmental nerves also modulate heart activity. They thus provide a major pathway for regulation of the respiratory and circulatory systems.