Scanning electron microscopic studies revealed that the cell bodies of cultured C6 cells were densely covered with villi and that membrane blebs were rare. Exposure to a hydroxyl radical generating system resulted in rapid ultrastructural changes. Within 2.5 minutes, 98% of the cells lost their villi. The number of blebbed cells increased during the first 7.5 minutes of exposure, until virtually all cells were blebbed. After 20 and 30 minutes of exposure, the plasma membrane of the blebs ruptured, resulting in the escape of cell contents and cell necrosis. Trypan blue exclusion, a measure of cell viability, decreased between 1 and 7.5 minutes of exposure. No further significant decline in viability was observed for the remainder of the experiment. The hydroxyl radical generating system also initiated a rapid onset of membrane lipid peroxidation, as measured by accumulation of thiobarbiturate reactive material. After a short lag period, thiobarbiturate reactive material increased rapidly, with maximum lipid peroxidation occurring by 20 minutes. Increasing the concentration of the radical generating system components shortened the time course but not the level of maximal thiobarbiturate reactive material production. These data suggest that plasmalemmal lipid peroxidation plays a role in rapid morphological changes and necrosis that occur after free radical insult.