Embryonic stem (ES) cells are pluripotent cells derived from mouse blastocysts. ES cells can differentiate into complex embryoid bodies (EBs) which exhibit many of the characteristics of 4-10-d embryos, including areas which rhythmically contract. The expression of the four muscle isoactins was examined in EBs by using transcript-specific probes for each of the muscle actin mRNAs and selectively reactive MAbs to muscle actins. Northern blot analyses from undifferentiated ES cells and EBs after 5, 10, 15, and 20 d in suspension culture demonstrated that no muscle actin transcripts could be detected in the undifferentiated cells, whereas during differentiation, the vascular and enteric smooth muscle isoactin mRNAs were easily detected. To further define the pattern of expression polymerase chain reaction analyses were carried out on RNA isolated from individual EBs. The data indicated that all four muscle-specific actin genes are transcribed. We also demonstrated the presence of muscle actins in at least two distinct cell populations within the EBs using selectively reactive MAbs. Fibroblast-like cells exhibit significant levels of the two smooth muscle actins (vascular and enteric) localized to stress fibers. In addition, one or both of the striated muscle actins (cardiac and skeletal) are expressed in cardiomyocyte-like cells. As is the case in embryonic heart, alpha-smooth muscle actin and the striated muscle actin(s) are incorporated into well organized sarcomeres in these cardiomyocyte-like cells. Thus, differentiating EBs provide an in vitro system to study both striated and smooth muscle cell gene expression.