To study interactions between sponge cells and components of the extracellular matrix (ECM), cells of the calcareous sponge Clathrina cerebrum were investigated in vitro by scanning electron microscopy. Cells were settled on glass coverslips, used as controls, and on coverslips coated with various ECM components (laminin, collagens and fibronectin), and with an adhesive substance (polylysine). Cells tended to conserve a rounded shape, producing thin, stiff processes (scleropodia) and lamellipodia, whose shape and extension varied according to the substrata. Spreading was observed only on polylysine, inducing cells to assume a fibroblast-like aspect. On laminin, cell adhesion was assured only by scleropodia. On fibronectin, scleropodia and lamellipodia were present, but reduced in size and length. On collagens, laminar processes occurred among prevailing scleropodia. Measurements of cell area and perimeter allowed statistical comparison of substrata, on the basis of their induction of cell flattening and protuberance formation. In summary, sponge cells were found to modulate their morphology in response to the external environment, expressing features for dynamic activities most fully in the presence of substances close to their natural ECM constituents. These results are discussed in the context of tissue rearrangement as a basic adaptation occurring throughout the life span of these organisms.