The intercellular junctions associated with the modified glial cells of the perineurium have been examined in the ganglia and main abdominal nerves of the blood-sucking bug Rhodnius prolixus, both before and and after feeding, by means of freeze-fracture and tracer studies. It was found that the pleated septate junctions found in the main abdominal nerve have many fewer septa than those found in the ganglion. These junctions appear to provide the flexibility needed for the movement of cells which occurs to accommodate the tremendous increase in body size that takes place after a bloodmeal. On feeding and during the subsequent period of digestion the nerves stretch to double their length, yet the blood-brain barrier is maintained throughout. In the same manner as loosely interconnected tight junctions, septate junctions with fewer septa seem to form a junction which is able to respond readily to the stress of stretching. With feeding and afterwards the septate junctions become disorganized and disassemble, while the gap junctions and tight junctions remain intact. It is envisaged, therefore, that the primary function of the septate junction is adhesive.