Squid chromatophores are organs of colour change, consisting of a pigment sac opened by contraction of 10-24 radial muscle fibres. The ultrastructure and innervation of these muscle fibres were examined by electron microscopy and diagramatic reconstructions made on the basis of serial ultra-thin sections. At the proximal end of the fibre, nearest the pigment sac a cortical myofilament zone surrounds 2 cores containing mitochrondria; further along the fibre these merge to form one central core. The myofilament zone forms a groove containing a nerve bundle consisting of 2 to 4 axons per muscle fibre. The axons are surrounded by glial cell processes, and either originate from a neighbouring fibre, or join the fibre at some point along its length. Axons twist around each other, forming a series of synapses with the muscle fibre. As many as 6-37 synapses exist along the length of each muscle fibre; the mean synapse interval is 9.05 mu m, but the largest may be 123 mu m At the distal end of the muscles, the nerve is located towards the middle of the fibre, which it penetrates as the muscle splits up. Electron-lucent vesicles are present in all synaptic regions, but electron-dense vesicles are only found towards the distal end of the fibre. There is thus a possibility that more than one neurotransmitter is present in the nerves innervating chromatophores. Electron-lucent and dense-cored vesicles are not colocalised.