A model for the study of angiogenesis in vitro is described. Rat aortas, cultured in a tridimensional matrix of clotted chick plasma, gave rise to luxuriant outgrowth of vascular channels. We studied this process with light microscopic, radioautographic, and ultrastructural techniques. On the 2nd d of culture, endothelial cells sprouted from the intima of the aorta and its collateral branches into the surrounding clot, forming solid cellular cords. A complex vascular network was established within the 1st wk by spindly, poorly differentiated endothelial cells. At this stage cells were migrating, branching, and proliferating in a longitudinal fashion (labeling index: 67.4% +/- 7.7). Lumens, when present, appeared as slitlike spaces enclosed with junctional complexes. By the end of the 2nd wk the migratory activity decreased and proliferation occurred mostly in a cross-sectional plane, with formation of large patent lumens (labeling index: 48% +/- 3.1). Vascular channels were lined by prominent endothelial cells rich in rough endoplasmic reticulum, polysomes, mitochondria. Golgi apparatuses, and coated vesicles. Cells were enveloped with a ruthenium red positive layer, particularly abundant on the luminal surface and in the interendothelial space. A discontinuous basal lamina was present along the abluminal side. At 28 d the labeling index was reduced to 2.25% +/- 0.9. The still viable endothelium exhibited numerous microfilaments and microtubules, decreased cytoplasmic organelles, and increased pinocytotic activity. This experimental model, histophysiologic gradient culture, provides us with a new tool for the study of vascular morphogenesis, angiogenesis dependent growth of tumors, and neoplastic intravasation.