Fluorescent phalloidin has been introduced into Dicytostelium amoebae in order to visualize dynamic changes in the localization of F-actin during pseudopod extension. Phalloidin was initially localized to the peripheral cortex of the cell. Newly formed pseudopods were not fluorescent, indicating that phalloidin was tightly bound to existing F-actin filaments and could not rapidly relocalize to newly formed filaments. As pseudopod extension proceeded, the fluorescent signal disappeared from the region directly underlying the expansion zone, leaving a gap in the actin cortex. Similar results were obtained in both wild-type cells and those lacking myosin II heavy chain. The disappearance of the fluorescent signal from the cortical region underlying the new pseudopod is presumed to be due to breakdown of the actin cortex and dispersion of the remnants. These results suggest that new pseudopods are not built upon the existing actin cortex but rather that the cortex is locally solated as part of the construction of the new actin network.