Vaccine adjuvants help antigens elicit rapid, potent, and long-lasting immune responses. The lack of understanding of the immunological mechanism of action of adjuvants has limited the rational development of vaccines for human use. In particular, little is known about how the immune system processes adjuvants. The goal of the present study was to determine the fate of the vaccine adjuvant MF59, labeled with the fluorescent dye Dil, after injection with fluorescein-labeled gD2 antigen from type 2 herpes simplex virus. At 3 h after intramuscular injection into BALB/c mice, most of the MF59 was still in the form of extracellular droplets in the muscle, but a detectable fraction of the MF59 was in cells in the subcapsular sinus of draining inguinal lymph nodes. At 48 h, most of the MF59 at the site of injection was inside cells that were immunoreactive for the dendritic cell markers DEC-205 and MHC class II molecules, reflecting the interaction of MF59 with antigen presenting cells. At this time, intracellular MF59 was also abundant in the paracortical (T cell) region of lymph nodes. The gD2 antigen was also intracellular in muscle and colocalized MF59 at 48 h, and the presence of MF59 increased the amount of intracellular antigen. Similarly, serological antibody titers to gD2 were 207-fold higher after two injections when MF59 was administered with the antigen. These findings suggest that MF59 interacts with antigen presenting cells at the site of injection and then moves to the draining lymph nodes, where it increases the efficiency of antigen presentation to T cells.