Neurons in Rexed's layer II were physiologically characterized with natural and electrical stimuli applied to their cutaneous receptive fields. The neurons were then intracellularly stained with horseradish peroxidase. Three general patterns of physiological responses were found. Nociceptive specific neurons did not respond to gentle mechanical stimulation. Most responded exclusively to tissue-damaging stimuli. Some also responded to moderately heavy pressure, but these responded to noxious stimuli with an increased discharge frequency. Wide dynamic range neurons responded to both gentle mechanical stimulation and to tissue-damaging stimulation. Low-threshold mechanoreceptive neurons responded only to gentle mechanical stimulation. Some of the low-threshold mechanoreceptive neurons were innervated by primary afferents with unmyelinated axons. Excepting those low-threshold mechanoreceptive neurons with input from unmyelinated afferents, the patterns of primary afferents innervation of layer II neurons were similar to the patterns of innervation that have been found for neurons in layers I and IV-V. All but 2 of the 22 neurons that we found were recognized as being of two general morphological types. Stalked cells had their perikarya situated along the superficial border of layer II. Most of their dendrites traveled ventrally while spreading out rostrocaudally. This gave their dendritic arbors a fan-like shape. Stalked cell axons arborized largely in layer I. Islet cell perikarya were found throughout layer II. Most of their dendrites traveled rostrocaudally. Their dendritic arbors were shaped like cylinders with their long axes parallel to the long axis of the spinal cord. Islet cell axons arborized in the immediate vicinity of their dendritic territories, within layer II. Stalked cells and those islet cells whose dendritic arbors were largely contained within the superficial one-third of layer II (layer IIa) were either nociceptive specific or wide dynamic range neurons. The islet cells whose dendritic arbors were largely within the deeper two-thirds of layer II (layer IIb) were all low-threshold mechanoreceptive neurons. These observations suggest that layers IIa and IIb have different functional roles and that stalked cells and islet cells are separate and distinct components of the neural circuitry of the superficial dorsal horn.