Epithelial cells of the C57B1/6J mouse embryo participate in a temporal sequence of events associated with the approximation, fusion and consolidation of components of the facial primordia into a definitive structure. These cells lose their surface microvilli, and after a brief period of quiescence they begin to fill the grooves separating facial constituents by producing a series of surface projections that increase in size and complexity as the process of fusion nears termination. Cessation of surface activity and the restoration of epithelial microville indicate the end of the temporal sequence. Significantly, the epithelial cells of primary palates of embryos with genetically-and phenytoin-induced cleft lip remain unchanged and do not participate in fusion. This epithelial sequence has not been described previously and we suggest that all of its steps may be critical to the normal development of the mammalian face.