We report the conditions to obtain primary suspension cultures using embryonic skeletal muscle from 12-day chick breast muscle. Further, the conditions are described to obtain scanning electron micrographs of whole cells and transmission electron micrographs of sections of plastic-embedded cells on microcarriers. A positively charged hydrated dextran microcarrier, Cytodex I (Pharmacia), provided support for the cells; the myogenic stages of proliferation, myoblast alignment and fusion to form myotubes coincided temporally with replicate cultures grown on gelatin-coated plastic dishes. Microcarrier-grown cells, including non-muscle cells, had microvilli, lamellipodia, bleb, and other surface modifications but no ruffling membranes. Myoblasts and myotubes on beads had fewer microvilli compared to homologous cells grown in the static culture medium of plastic dishes. Myoblasts aligned laterally during fusion, starting at 48 h. Myotube cytodifferentiation proceeded to myofibril formation by day 4 of microcarrier culture. The sarcomeres of aligned myofibrils had normal banding with an hexagonal lattice of thick and thin myofilaments in the A-bands. Caveolae intracellulares and sarcoplasmic reticulum were evident. Scaling-up to larger volumes promises to provide a cost-effective way to obtain a large harvest of cultured skeletal muscle which may prove especially useful for studies of minor constituents.