During the process of compaction, mouse 8-cell blastomeres flatten upon each other and polarize along an axis perpendicular to cell contacts. If the process of flattening is prevented, polarization can still occur, but does so in a lower proportion of cells than for control populations, and without the normal contact-directed orientation. We compared contact-directed and noncontact-directed processes to see if they involve common mechanisms. In nonflattened cells, surface polarization was favored in cells with nuclei located close to the cell surface, and the positions of surface poles and of nuclei tended to coincide. We present evidence that microtubules are involved in the development of microvillous poles associated with nuclei. In contrast it is known that polarization of microvilli occurs in the absence of microtubules if blastomeres are allowed to flatten. We conclude that surface polarization of mouse blastomeres can be accomplished by at least two alternative routes. One requires flattening but is independent of microtubules, and another can occur without flattening but involves a microtubule-mediated interaction between the nucleus and the cell cortex. It seems that both these pathways operate in the undisturbed embryo.