Cell responses to different natural substrates have been followed by scanning microscopy in order to evaluate the role of these substrates in morphogenesis. Matrix has been isolated then repopulated with suspensions of embryonic cells from chick skin, spinal ganglia, duodenal epithelium and heart. In some cases outgrowth from amphibian embryonic tissue was used. Basal lamina of the Xenopus tail may be exposed by freezing and thawing the tissue, or by EDTA treatment. The underlying lamella of orthogonally oriented collagen fibers may be exposed by use of trypsin or hyaluronidase. Trypsin causes more clumping of collagen fibers and a coarser texture of the matrix. On trypsin isolated basement lamella, nerve cell processes grow out on the surface and show no strong tendency to penetrate the lamella while skin mesenchymal cells commonly burrow among the collagen plies. Epithelial cells remain on the surface. On the basal lamina mesenchymal cells ruffle in early stages of culture, then flatten. Epithelial cells flatten rapidly on the lamina. These differences in cell response are in some cases closely related to cell behavior in vivo and suggest that cells show a selective response to the chemical composition of the substrate as well as to its physical conformation.