The coexistence of densely packed microtubule- and microfilament-based elements in the apex of ciliated epithelial cells, such as the lateral (L) cells of freshwater mussel gill, suggests that with this system it may be possible to define structural connections and interactions that permit integrated cytoskeletal responses to known physiological stimuli. In this study we examine the structure of the L cell apex in detail. The central elements of the elaborate cytoskeleton of the cortex are the basal bodies whose specialized accessory processes are points of integration and the focus of cortical microtubule and microfilament networks. Each basal body supports a cilium and interacts with adjacent basal bodies and with the cell periphery via a dual set of fibre-containing flat trabeculae, both of which are attached to a special organizing centre, the basal foot cap. The distal trabecula is composed of microtubules and the proximal of microfilaments. Connecting the trabeculae, at vertices in the filamentous grids, are core bundles of microfilaments from apical microvilli. In this way, a zig-zag pattern that characterizes microvillar organization at the cell surface is generated. At the cell periphery, the microfilaments from basal foot caps join a peripheral band of microfilaments that underlies the cell border and is associated with four special sites, one in each corner of the cell. Mussel gill epithelial cells contain a polypeptide that resembles actin in its mobility in sodium dodecyl sulphate/10% (w/v) polyacrylamide gels and its affinity for DNase I. Decoration with heavy meromyosin demonstrates that many microfilaments of the L cell apex contain actin, including the microvillar core and peripheral band microfilaments. Actin-associated proteins are also present in these epithelial cells. The actin filaments of the peripheral band are organized to support contraction of the cell border, which would also affect each element of the cortex. This structural complexity, combined with the limited number of modes of interaction between various elements, suggests that the L cell apical cytoskeleton endows the cell with significant positional and morphogenetic information that could be used to compute organellar and cytoskeletal lengths, spacing and changes upon stimulation.