The integument of Pycnogonida (Arthropoda) consists of an epicuticle decorated with tubercles and a filamentous coat, an exocuticle with a small number of ill-defined layers, and an endocuticle whose numerous layers are composed of conspicuously cross-banded fibrils. This cuticular periodicity, attributable to cross-linked chitin, has been observed previously in uncalcified and untanned cuticle of many lower crustaceans, especially branchiopods and copepods, and in scattered examples of thin respiratory or excretory cuticles of other arthropods. It is uniformly present in all representatives of all nine pycnogonid families examined to date. Stomodeal, proctodeal, and arthrodial cuticles are devoid of the endocuticular periodicity. The cuticle is decorated with sensory filaments and setae, but is more noteworthy for a dense coverage by glands, up to 1,400/mm2. Myocuticular junctions have desmosomal fine structure previously found only in chelicerates. Muscle fine structure is that of slow fibers with long sarcomeres and a high actin to myosin filament ratio, except for cardiac muscle, which has short sarcomeres. Among the arthropods, only merostomates resemble the pycnogonids in the lack of fast somatic muscle fibers. Pycnogonids display a hybrid array of fine structural features that variously serve to relate them to some arthropod subphyla and distance them from others.