Using immunocytochemistry or immunogold electron microscopy, abnormal PrP accumulation was found in lymphoreticular tissues of Suffolk sheep naturally exposed to scrapie and in the spleens of ME7 infected C57 BL mice at 70 days after infection and at the terminal stage of disease at 170 days. Clinically diseased scrapie affected sheep show widespread PrP accumulation within tingible body macrophages (TBMs) and follicular dendritic cells (FDCs) of secondary lymphoid follicles. Serial tonsillar biopsies taken from 171 ARQ/ARQ sheep at 4 months of age did not contain abnormal PrP accumulations but 80% of biopsies were positive by 14 months. In contrast, whole body necropsies of sheep not previously biopsied failed to detect PrP in the tonsil of sheep at 4, 8, 12 or 16 months of age. These findings suggest that the biopsy procedure of susceptible sheep but not resistant sheep may induce tonsillar infection. In spleen of mice both at 70 and 170 dpi, accumulations of PrP were found within lysosomes of TBMs and also at the plasma-lemma of FDCs. In the light zone of follicles of terminally diseased mice, all FDC dendrites were arranged in the form of highly reactive or hyperplastic labrynthine glomerular complexes. PrP was consistently seen between FDC dendrites in association with abundant electron dense antigen-antibody complexes. At 70 days after challenge, labrynthine complexes were rare and invariably labelled for PrP. However, sparse PrP labelling was also seen on simple FDC dendrites at this stage. These observations suggests that scrapie infected FDCs continually release PrP from the cell surface where it accumulates in excess in association with trapped immune complexes and dendritic extension. It is likely that TBMs acquire lysosomal PrP following phagocytosis of effete FDC processes or from the extracellular space. We suggest that the normal function of PrP may involve cell process extension or immune complex trapping.