Abstract. Basic modules of McLain groups M = M (Λ, ≤, R) are defined and investigated. These are (possibly infinite dimensional) analogues of André's supercharacters of Un(q). The ring R need not be finite or commutative and the field underlying our representations is essentially arbitrary: we deal with all characteristics, prime or zero, on an equal basis. The set Λ, totally ordered by ≤, is allowed to be infinite. We show that distinct basic modules are disjoint, determine the dimension of the endomorphism algebra of a basic module, find when a basic module is irreducible, and exhibit a full decomposition of a basic module as direct sum of irreducible submodules, including their multiplicities. Several examples of this decomposition are presented, and a criterion for a basic module to be multiplicity-free is given. In general, not every irreducible module of a McLain group is a constituent of a basic module.