This study describes the development of a sensitive liquid chromatography-electrospray-tandem mass spectrometry method for the simultaneous determination of benzyl butyl phthalate (BBP) and its major metabolites, monobenzyl phthalate (MBzP) and monobutyl phthalate (MBuP), in rat plasma, urine, and 10 different tissues. The method was validated with regard to the specificity, linearity, precision, accuracy, lower limit of quantification (LLOQ), recovery, and stability by using the matrix-matched quality control samples. The assay achieved LLOQ of 1 ng/ml of BBP for plasma and urine, 4 ng/g for kidney and liver, 10 ng/g for fat, and 20 ng/g for all other tissues. For MBzP and MBuP, the assay achieved LLOQ of 5 ng/ml for plasma and urine, 10 ng/g for fat, and 20 ng/g for all other tissues. The disposition of BBP was characterized by a large volume of distribution (71.1-82.9 l/kg) and a high clearance (838.7-871.0 ml/min/kg). It was extensively metabolized to MBzP and MBuP, with their levels consistently exceeding the BBP levels. The distribution of BBP, MBzP, and MBuP to tissues of kidney, liver, stomach, small intestine, large intestine, spleen, brain, testis, thyroid, and fat was determined under steady-state conditions. For BBP, the steady-state tissue-to-plasma partition coefficient (K p) was the highest for fat (25.0) followed by small intestine (2.6), thyroid (2.0), and stomach (1.1). In contrast, for MBzP and MBuP, it was the highest for kidney (2.0 and 4.3, respectively) and liver (4.3 and 2.1, respectively) but was less than unity for all other tissues. The developed assay method and findings of this study may be useful to evaluate the exposure and toxic potential of BBP and its metabolites in risk assessment.