The developing inner ear of the teleost, Brachydanio rerio, provides an opportunity for observing an epithelial fusion between the apical surfaces of apposed epithelia in a vertebrate embryo in vivo. The developing otocyst was filmed for periods up to 4 days in unanesthetized embryos, and specimens were fixed at intervals and processed for light microscopy, TEM, and SEM. The semicircular canals are formed as a consequence of the union between the tips of three cylindrical projections from the wall of the otocyst, which grow toward corresponding bulges of a projection from the lateral wall. The epithelial cells covering the projections contain extensive rough endopasmic reticulum, exhibit apical junctional complexes, and are not underlain by a basal lamina. The core of each projection contains large amounts of flocculent and fibrillar extracellular material. After a period of growth and elongation, the tip of each projection contacts, and adheres to, the appropriate bulge to create a circular, flattened, bilayered, epithelial plate. Small, focal junctions form between the apposed apical cell surfaces within the plate during this period, but they are not numerous. Junctional complexes do develop, however, between apposed cells at the periphery of the plate. After 1-2 hours, the basal surface of the plate exhibit considerable alteration in contour. Adjacent cells within the plate then separate to allow continuity of the connective tissue components of the two structures. The observations of this study indicate that following an initial period of contact and adhesion, cellular reorientation and changes in junctional contacts between adjacent cells within the epithelial plate, rather than cell degeneration, are responsible for perforation of the plate.