A key event in cancer metastasis is the transendothelial migration of tumor cells. This process involves multiple adhesive interactions between tumor cells and the endothelium. After adhering to the surface of endothelial cells, tumor cells must penetrate the endothelial junction, which contains high concentrations of the cell adhesion molecules VE-cadherin and PECAM-1. Studies using an in vitro model system, consisting of melanoma cells which are seeded onto a monolayer of endothelial cells cultured on Matrigel, have revealed reorganization of the cytoskeleton and dynamic changes in the cell shape of both tumor and endothelial cells. The initial stages of transmigration are characterized by numerous membrane blebs protruding from the basolateral surfaces of the melanoma cells. Contact regions also show an abundance of microfilaments arising from the underlying endothelial cells. These adhesive interactions lead to the redistribution of both VE-cadherin and PECAM-1 and, consequently, a localized dissolution of the endothelial junction. The penetration of the endothelial junction is initiated by melanoma pseudopods. Despite the disappearance of VE-cadherin from the retracting endothelial junction, heterotypic contacts between the tumor cell and its surrounding endothelial cells show a high concentration of pan-cadherin staining, suggesting that transmigration of melanoma cells might yet be facilitated by interactions with another member of the cadherin family. Upon adhesion to the Matrigel, melanoma cells begin to spread and invade the matrix material, while the endothelial cells extend processes over the melanoma cells to reform the monolayer. Interestingly, the leading margins of these endothelial processes contain a high concentration ofN-cadherin. VE-cadherin and PECAM-1 reappear only when the advancing endothelial processes meet to reform the endothelial junction. Together, these observations suggest that endothelial cells actively participate in the transmigration of tumor cells and specific cadherins are involved in different steps of this complex process.