The surfaces of 11 silicone mammary prostheses were examined by scanning electron microscopy (SEM) and energy dispersive x-ray spectrography (XES). Three of the prostheses were recovered from clinical cases and eight from guinea pig models. The surfaces of the prostheses were covered with an investing film and by 2- to 5-microns spheres aggregated in 40- to 200-microns-wide patches. The embeddedded spheres were blebbed and surrounded by pits. X-ray energy spectrography showed high levels of sodium, chlorine, and potassium. It is concluded from this evidence that phagocytic cells embed themselves within the envelope, perhaps by an immune-mediated phagocytic process.