The innervation of the myotomal muscles in the trunk region of Xenopus embryos has been examined to see how the path taken by motoneurons within the spinal cord is formed. The growth of motor axons has been studied by retrograde labeling with horseradish peroxidase and the growth of the spinal cord and myotomes has been studied by labeling with fluorescent beads. Results show that motoneurons initially innervate the nearest muscles. Then through a process of differential growth whereby the muscles elongate more than the spinal cord, the axonal terminals in the muscles become displaced caudally relative to their cell bodies. In this manner the central pathway taken by the motor axons develops after initial innervation of their peripheral targets.