For many species, blastocyst implantation is associated with a reduction in the number of cellular and extracellular matrix layers which separate the trophoblast from maternal vasculature. Following loss of uterine epithelial cells along the distal mural trophoblast, the mouse blastocyst encounters the residual epithelial basement membrane. This sheet of extracellular matrix must be breached and later removed prior to trophoblast invasion of the uterine stroma and formation of the placenta. The interactions between the trophoblast, luminal epithelial basement membrane, and decidual cells during the time when embryonic and uterine stromal cells first achieve contact were examined in this study. Distal mural trophoblast of activated delay blastocysts was in contact with the residual luminal epithelial basement membrane 36 hr after estrogen administration. This portion of the basement membrane contained areas in which the usual linear appearance was changed to an irregular, tortuous profile. The lamina densa frequently appeared flocculent and diffuse. Cytoplasmic processes from trophoblast and decidual cells simultaneously perforated the basement membrane at multiple discrete loci. With further development the basement membrane was lost, leaving trophoblast and decidual cells in close contact over large areas. In normally implanting blastocysts a similar stage of embryonic development, as described above, was attained by 0400 hr on day 6 of pregnancy. Regions of convoluted epithelial basement membrane were also seen in these implantation sites. However, only decidual cell processes were seen penetrating the residual basement membrane. These processes extended to the fetal side of the basement membrane and separated that matrix from overlying trophoblast. They contained organelles and formed rudimentary intercellular junctions with the trophoblast.(ABSTRACT TRUNCATED AT 250 WORDS)