Although Notoplana acticola, a marine polyclad, cannot regenerate brain tissue, neuronal repair is rapid. Brains were transplanted into decerebrate flatworms to determine the anatomical patterns and functionality of neural connections established between a new brain and the peripheral nerve network of the recipient animal. Sixty-nine transplants were performed. Four brain transplant orientations were used: normal, reversed, inverted, and reversed inverted. The functionality of the transplanted brains was tested and measured using both behavioral and electrophysiological criteria. Within 23 days, 56% of the transplants that survived and retained the transplants recovered the four behaviors tested: righting behavior, avoidance turning, ditaxic locomotion, and feeding. Nerves exiting the brain tended to join with the peripheral nerves closest to them. Anatomical connections were made within 24 hr of surgery. Some normal behavior was seen within the first 36 hrs after surgery. Control decerebrate worms did not recover behavior. Preliminary intracellular recordings from three types of identified brain sensory interneurons, in transplants, revealed normal electrophysiological properties and this implied that appropriate connections with peripheral sensory cells had been reestablished. Intracellular dye-marking of these neurons in reverse-oriented brains revealed that, although individual nerve processes apparently leave the brain and associate with inappropriate nerve cords, some of the processes turn 180 degrees to reinervate nerve cords, which they normally occupy in unoperated animals. Thus, although anatomical and functional neural connections apparently were made rapidly following brain transplantation, the specificity of the reconnections remains to be shown.