The nudibranch Melibe leonina swims by rhythmically flexing its body from side to side at a frequency of 1 cycle every 2–5 sec. Melibe swim spontaneously, when they are dislodged from the substrate, or when they come in contact with predatory seastars, such as Pycnopodia helianthoides. Intracellular recordings obtained from semi-intact swimming Melibe reveal a population of ∼15 swim motoneurons (SMNs) in each pedal ganglion. In general, SMNs in one pedal ganglion fire out-of-phase with SMNs in the opposite pedal ganglion, resulting in rhythmic side-to-side bending movements. In isolated brains, recordings from SMNs yield similar results, indicating the existence of a swim central pattern generator (CPG). There is no evidence for synaptic interactions between SMNs and either inhibiting or exciting SMNs has no impact on the swim pattern. The SMNs are driven by a CPG consisting of 4 interneurons; 2 in the cerebropleural ganglia and 1 in each pedal ganglion. Appropriate bursting activity in the swim interneurons is necessary for swimming to occur. Either hyperpolarization or depolarization of any of the 4 CPG interneurons disrupts the normal swim pattern. Swimming behavior, and the fictive swim motor program expressed by the isolated brain, are inhibited by light and nitric oxide donors. NADPH-diaphorase staining and nitric oxide synthase (NOS) immunocytochemistry of Melibe brains suggests the source of nitric oxide might be a pair of bilaterally symmetrical cells located in the cerebropleural ganglia.