The purpose of this investigation was to develop an in vitro model with which invasion of tissues by pathogenic Treponema pallidum could be studied. Double-sided culture chambers were created by mounting abdominal walls excised from mice between two halves of small dialysis cells. The integrity of tissue barriers was confirmed by dye exclusion. T. pallidum subsp. pallidum, including intrinsically radiolabeled organisms, was introduced into one side of each chamber, and fractions from the other side were evaluated over time by dark-field microscopy and scintillation counting. Tissues were evaluated by scanning electron microscopy and immunologic staining. Motile T. pallidum, but not nonpathogenic, host-indigenous Treponema phagedenis biotype Reiter, was able to pass from one side of the chamber to the other side within 10 h. Up to 12% of the inoculum crossed the chamber within 24 h. Spirochetes were found within tissue in the greatest numbers between 6 and 8 h postinoculation. The murine abdominal wall has epithelium only on the peritoneum side, and results showed that T. pallidum required an epithelial surface on the entry side of the double-chambered cell in order to traverse the tissue barrier. This new in vitro technique may be of value in studying spirochete virulence and host resistance.