The byssus attachment plaque and the tissues responsible for its formation were studied in M. californianus by light microscopy and by transmission and scanning electron microscopy. It was shown that the plaque consists of at least three phases which ultrastructurally resemble three secretions considered to be collagen, mucoid material and polyphenol. The mucoid and polyphenol appear to mix as a colloidal suspension in which the latter is the continuous phase and forms the definitive bonding surface. Plaque collagen represents an extension of thread material into the cementing substance. Stimulated secretion within the ducts and distal depression of the mussel's foot shows a continuum of increasing heterogeneity from the inner toward the outer regions. This reflects the distribution of exocrine cell apices wherein exocytosis of polyphenol granules predominate deeply, mucous granules superficially and collagen granules in between. It is proposed that the morphology of the plaque conforms to theoretical physical-chemical requirements for adhesion under water.