A Sewall Wright strain-2 guinea pig model producing malignant ascites after injection of a diethylnitrosamine-induced hepatocellular carcinoma cell suspension (Line-10) was used to demonstrate the multilayered settling of tumor cells on the peritoneal surface, frequently followed by the formation of papillary projections and the early invasion in a proliferating submesothelial tissue. At the border of tumor cells and the desmoplastic tissue the malignant cells changed their shape and generally two categories were recognized. Often multilayering, atypical flat cells covered the stromal tissue, while mostly rounded ones invaded using their branched penetration processes, being devoid of cationized ferritin, which was only present on the luminal sides of all cellular elements. Flattened malignant cells, penetrating processes and invading cells lost their microvillous surface pattern. The infiltrating cells were often only detectable with the monoclonal antibody 10 TL 40 and the anti-cytokeratin OV TL 12-5, demonstrating the need for immunohistochemistry in diagnosing solitary invading malignant cells in light microscopy. It appeared that still numerous mesothelial cells were found scattered deeply within the desmoplastic tissue. These former lining cells were identified by their junctions and the presence of remnants of basal lamina as well as by their microvillous 5'-nucleotidase activity.