The cells of the mesenteric caeca in the midgut of certain insects possess a labyrinth of transepithelial cisternae. Their existence can be seen in thin sections of lanthanum-incubated tissue, where the tracer enters not only the intercellular clefts but also membranous cisternae which are inpocketings from, and, in continuity with, both the lateral clefts and basal membrane. These infoldings, which are numerous, run from the basal or lateral surfaces into the perinuclear region of the cells, where they are found, laden with lanthanum, as smooth cisternae or vesicles in the peripheral cytoplasm near the plasma membrane. These can be followed in serial sections and are quite distinct from other sub-surface cisternae of the lateral borders which are studded with ribosomes on the cytoplasmic surface. Near the luminal surface, tracer-laden structures in the form of vesicles and granules become increasingly predominant over those in the form of cisternae. Freeze-fracture replicas confirm the above observations, in that the plasma membrane of the intercellular cleft can be characterized as such unequivocally, since it exhibits smooth septate junctional E face grooves and P face ridges. Lateral infoldings, cisternae and vesicles can be seen arising directly from these junction-bearing membranes. The transepithelial cisternae and vesicles may be the morphological basis of an insect transcellular transport system, comparable to the tubulo-cisternal endoplasmic reticulum present in the transporting secretory and absorptive epithelia of vertebrate tissues. However, in insect midgut caecal epithelia, the cisternae appear to be, albeit presumably transiently, in direct continuity with the extracellular space, forming a plasma membrane reticular system which seems not to be the case with the tubulo-cisternal endoplasmic reticulum which terminates in subsurface cisternae.