Larvae of the freshwater mussel Utterbackia imbecillis metamorphose to juveniles either during their attachment to a host fish, or in vitro in a culture medium. This transformation includes degeneration of larval structures and development of the juvenile morphology. Early in metamorphosis the cells comprising the larval mantle enlarge and project into the mantle cavity, forming a structure referred to as the mushroom body. Its cells, which are ultrastructurally very similar to digestive cells of adult bivalves, are involved in pinocytosis or phagocytosis of the larval adductor muscle and of tissue from the host fish that is enclosed between the larval shells. Ingested material is passed from pinosomes to heterophagosomes which in turn fuse with heterolysosomes, where final degradation of ingested material occurs. Acid phosphatase activity was detected in heterophagosomes and heterolysosomes of all animals examined. In larvae that metamorphosed in vitro, the apical cytoplasm of the cells of the mushroom body, and the extracellular spaces among them, also exhibited acid phosphatase activity. Larvae reared on a host fish accumulated substantial deposits of lipids and glycogen within larval mantle cells during metamorphosis, whereas larvae reared in vitro did not. The larval mantle cells which constitute the mushroom body appear to be the primary sites of intracellular digestion of the larval adductor muscle and host tissue during metamorphosis.