The events that take place along the potential route of distal auditory axons (future vestibular component) prior to and during their outgrowth were examined morphologically using timed mouse embryos. During embryonic (E) day 9.5 a discrete zone of cell death appears in the rostrolateral wall of the otic cup. Necrosis is accompanied by outward migration of epitheloid cells from the same region of the otic wall. Temporally and spatially correlated with these two events is the widening of extracellular spaces between otic neuroepithelial cells and the breakdown of basement membrane. During E 10.5 migrating epitheloid cells condense to form a funnel-shaped configuration. This cellular "funnel" begins narrowly at the dorsorostrolateral wall of the otocyst and broadens as it reaches the auditory ganglion. During E 11.5 through E 12.5, "pioneer" distal auditory axons take a circuitous route and ascend from the auditory ganglion to enter the otocyst. Axons extend toward the otocyst moving along cells of the "funnel," maintaining an orientation similar to that of the cells that compose it. Axon growth cones enter the otocyst at sites devoid of basement membrane and invade the wall of the otocyst moving tangentially along radially arranged cells that bridge the otocyst and the "funnel." These observations demonstrate that a preformed, funnel-shaped tissue exists along the future route of the auditory fibers. We suggest that the "funnel" may influence the growth and directionality of distal auditory axons as they extend from the auditory ganglion to the wall of the otocyst. At the otic wall, the transition provided by "bridge" epitheloid cells, together with the absence of basement membrane at specific sites of the otic wall, provide the auditory axons with a route into the otocyst.