1. The B31 and B32 cells in the buccal ganglia of Aplysia californica have unusual electrophysiological features. The somata of these strongly coupled cells do not sustain conventional action potentials. Brief depolarization of the soma produces a complex, sustained regenerative slow depolarization that is followed by a hyperpolarization. This activity in B31/B32 is correlated with a patterned burst of activity expressed in many of the neurons of the buccal ganglia. 2. Intracellular fills of B31/B32 showed that they have many neurites adjacent to the soma, as well as peripheral axons leaving the buccal ganglia via the radular nerve and innervating the Intrinsic-2 (I2) muscle of the buccal mass. Varicosities of B31/B32 axons are seen within the muscle. Backfills from I2 filled two adjacent B31/B32 cells as well as two newly identified neurons: B61 and B62. 3. Intracellular recording from the B31/B32 axons shows that they sustain conventional action potentials. These are recorded in the soma as approximately 10-mV fast depolarizations. Failed spikes in B31/B32, and conventional spikes in B61/B62, are correlated one for one with end-junction potentials (EJPs) in the I2 muscle. The EJPs are present even when the ganglia and muscles are bathed in high-divalent cations seawater. Thus B31/B32 and B61/B62 are motor neurons to the I2 muscle. 4. To determine whether the ability of B31/B32 to initiate patterned bursts is mediated by spikes in the axon or by slow potentials in the soma, the B31/B32 axon was stimulated directly while recording from the B31/B32 soma. Patterned bursts were never seen in the absence of slow potentials in the soma. Thus the ability of B31/B32 to initiate patterned bursts is localized to the soma and adjacent neurites. Slow potentials influence and cause spiking in adjacent neurons even in the absence of axon spikes. 5. These data show that the B31/B32 cells serve two functions that are compartmentalized in different regions of the cell and are mediated via different electrical signaling mechanisms. The B31/B32 somata utilize slow, sustained potentials as part of a network initiating patterned activity in the buccal ganglia. The B31/B32 axons utilize conventional action potentials, and act as motor neurons to the I2 muscle.