The ultrastructure of the somatic cortex of the ciliate Pseudomicrothorax dubius is studied with emphasis on the epiplasm layer which lies immediately under the inner alveolar membrane and is continuous with the terminal plates of cortical basal bodies. In addition to a clearly demonstrable cytoskeletal role, the epiplasm appears to function as a comenting substance which integrates numerous cortical fibres and membranes. The kinetodesmal, postciliary and transverse fibre systems which originate at the proximal ends of basal bodies extend toward the cell surface and end at or in the epiplasm. Inner alveolar membranes and trichocyst membranes are attached to the epiplasm. Basal bodies are anchored into the epiplasm via their terminal plates. The epiplasm appears to be morphogenetically important as a matrix into which newly formed basal bodies insert. Electron-opaque arms occur at the terminal plate level of new basal bodies, and these arms fuse with the epiplasm when basal body insertion occurs. The position of trichocysts in the cortex is specified by the epiplasm. Evidence from numerous other ciliates tends to confirm both structural and morphogenetic roles of the epiplasm.