The larva of Distaplia occidentalis bears three cup-shaped adhesive papillae, each with a prominent axial protrusion. At the onset of metamorphosis these organs rapidly evert through fenestrations in the cuticular layers of tunic exposing hyaline caps of adhesive. Additional adhesive material is secreted from collocytes during eversion. The stickiness of the papillae facilitates attachment to a variety of substrates. Each papilla is composed of more than 900 cells; six different types were identified. The wall of the cup contains about 260 myoepithelial cells with long attenuated processes. These extend from the rim of the cup to the base in the parietal (inner) layer. The apices of the myoepithelial cells are held in place by 11 pairs of specialized anchor cells bearing long bulbous microvilli. When the myoepithelial cells contract they force the axial protrusion forward and transform the papilla into a hyperboloidal configuration. The papilla is innervated by small motor fibers, but sensory fibers were not detected. The adhesive papillae of Distaplia are discussed in relationship to nine other recognizable types of papillae in the ascidians.