The effect of previous toxicant exposure (i.e., exposure history) on an organism's response to re-exposure to the toxicant is of considerable interest. The marine mussel Mytilus edulis was collected from reference and polluted sites in southwest England, and groups of mussels from each site were exposed to 20 μg/L CdCl2 for 0, 1, 4, and 8 days and compared with unexposed controls. End points evaluated were tissue metal and electrolyte concentrations, haemolymph chemistry, haemocyte characteristics [counts, neutral red uptake (NRU), and phagocytosis], histology, and expression of metallothionein gene (mt10) expression in digestive glands. Field-collected animals differed by collection site for some end points at time zero, at which time tissue Fe and Pb concentrations were greater and NRU and condition index lower in mussels from the polluted site. Subsequent exposure to cadmium (Cd) in the laboratory caused Cd accumulation mainly in digestive gland, but there were no site-specific effects on tissue trace-metal concentrations. NRU, phagocytosis, and haemolymph Na(+) and K(+) concentrations differed among sites and Cd treatment, but there were no clear trends. Exposure to Cd resulted in lower Ca(2+) concentrations in gill, digestive gland, and haemolymph in animals from the polluted site compared with controls (Kruskal-Wallis, p ≤ 0.05). Lesions, including necrosis, inflammation, and neoplasia, were observed in animals from the polluted site, but the frequency of these lesions appeared to decrease unexpectedly after Cd exposure. Expression of mt10 increased 3-fold in Cd-exposed animals from the polluted site compared with all other groups (Kruskal-Wallis, p = 0.01). We conclude that Cd exposure affected some immune responses in M. edulis, but pre-exposure history influenced toxicological outcomes of Cd exposure in the laboratory.