The presence of long, slender, often branching microvilli on cell surfaces is a characteristic feature of malignant and benign mesothelial cells. However, these typical microvilli are seen only in better-differentiated lumens within epithelial areas of malignant mesotheliomas. Presented here are the clinical and ultrastructural findings in a biphasic malignant mesothelioma that lacked lumens, but possessed very long microvilli. These invaginated deeply into the cytoplasm of neighboring tumor cells, as well as into the surrounding stromal matrix. The tumor cells had well-formed intercellular desmosomal junctions. The primary tumor was localized to the pleura and invaded the chest wall, but only minimally the lung. Lobectomy demonstrated the presence of metastatic tumor in 2 peribronchial lymph nodes. The disease progressed rapidly and, within 6 months, killed the patient. An autopsy revealed widespread metastases in multiple systemic organs. The authors speculate that the unique ultrastructural features of this case may be a clue to the unusually aggressive course of the neoplasm.