An unusual example of the invasion of one tissue by another occurs during gastrulation in the chick embryo when the definitive endoblast becomes inserted into the hypoblast. The two tissues were examined morphologically by SEM and TEM. They resemble each other in being of an epithelial type, though neither possesses a basal lamina. The definitive endoblast cells are flatter than the hypoblast cells and more closely attached to one another. When they were explanted in hanging drop cultures, the two tissues were found to exhibit differences in their behaviour. In comparison with the definitive endoblast, the hypoblast cells attached more readily to the glass, produced larger ruffle membranes, moved more rapidly, showed poorer contact-inhibition of locomotion and showed a greater tendency to break away from the main explant. When a hypoblast explant was confronted with a definitive endoblast explant, the hypoblast cells became displaced by the definitive endoblast. The hypoblast explant tended to fragment into smaller groups of cells, many of which migrated around the definitive endoblast, thus mimicking the situation in vivo. Control experiments comprised confronting hypoblast with hypoblast, hypoblast with somites, definitive endoblast with definitive endoblast, and definitive endoblast with somites. The hypoblast explants behaved in a consistent manner, always fragmenting when coming into contact with cells from a confronting explant. The definitive endoblast explants showed more contact inhibition of locomotion when confronted with definitive endoblast or with somites than when confronted with hypoblast. It is suggested therefore that the ability of the hypoblast cells to separate from one another may play an important role in the penetration of the hypoblast by the definitive endoblast both in vitro and in vivo.