The spatial rearrangements that take place during metamorphosis in the abdominal sternites and associated retractor muscles of the beetle Tenebrio molitor are described. This paper provides the descriptive background needed to consider whether a morphogenetic gradient is involved in specifying the position at which adult muscle attachments develop. (Experimental work in support of this gradient hypothesis is published in a companion paper.) The ventral abdominal retractor muscles are extensively remodelled at metamorphosis so that the adult muscles differ considerably in appearance from the larval muscles from which they are derived. In particular, there is a change in both the absolute and relative positions of the sites of muscle attachment. Rearrangement of muscles takes place during both the prepupal period and the pupal stage. It is achieved by means of two separate and temporally distinct mechanisms. Epidermal remodelling in the pre-pupal period results in the movement of attached retractor muscles (epidermokinetic muscle movement). In the pupal stage, however, the muscles move over the basal surface of the epidermis (myokinetic muscle movement). Myokinetic movements may be brought about by extension of myoblast processes from the metamorphosing muscles. These findings are considered in terms of Poyarkoff's theory that the pupa serves as an integumental mould, approximating the shape of the adult, within which certain adult muscles develop.