In an effort to understand how the feeding motions of Urastoma cyprinae are generated, the arrangement of its musculature was studied using fluorescence microscopy of phalloidin-linked fluorescent stains and conventional light histology and transmission electron microscopy. BODIPY 558/568 phalloidin and Alexa 488 phalloidin resolved a meshwork of ribbonshaped body-wall muscles as well as inner-body musculature associated with the pharynx and male copulatory organ. The general pattern of body-wall muscles in U. cyprinae is similar to that of other rhabdocoel turbellarians in consisting only of circular, longitudinal, and diagonal fibers; the arrangement of these muscles readily correlates with the bending motions the animal undergoes as it feeds at the surface of gills in bivalves it parasitizes. The orogenital atrium of U. cyprinae lies at the posterior apex of the body, opening at a terminal pore. As evidenced by the arrangement of its epithelium and musculature, it appears to be an invagination of the body wall and comes closest of any such duct studied in turbellarians to satisfying the hypothetical model of a ''pseudopharynx,'' ostensibly adapted as an organ for swallowing and so supplementing the ingestive role of the animal's true pharynx.