The longitudinal retractor muscles of the body wall of the sea cucumber Isostichopus badionotus have small cells joined in small bundles by extensive areas of tight surface contact between the cells and on projections a t the center of the bundles. The cells have only a few small mitochondria and negligible sarcoplasmic reticulum. It might be expected that such cells would be poor in intracellular storage sites for calcium for excitation-contraction coupling. However, we have found that it requires up to ten hours incubation of the isolated muscles in calcium-free solutions of chelating agents to abolish contractility in the calcium-free solutions. After that, contraction is directly calcium dependent. Contractility was assessed by measuring either force or shortening during potassium depolarization across a sucrose gap. Caffeine induces contraction even in calcium-free solutions. Thus the physiological evidence indicates that there are internal storage sites for calcium, even though there is scarcely any sarcoplasmic reticulum. On morphological grounds we suggest that there are also superficial sarcolemmic storage sites for calcium. This is suggested by the great increase in sarcolemmic area provided by extraordinary extensions of each cell into the lumen of the bundle.The common large sea cucumber of Bermuda, Zsostichopus badionotus (Selenka) , moves extremely slowly with accompanying marked changes in length. The body wall is rigid and firm, and yet deforms remarkably in response to maintained stress or during locomotion. These features of the activity of the entire animal are mirrored in certain well-known physiological peculiarities of the longitudinal retractor muscles of the body wall, which are extremely slow (Levin and Wyman, '2'7) and can contract to a small fraction of the resting length (Galambos, '41) as can an entire individual Zsostichopus badionotus.One of the more striking pecularities of the isolated longitudinal retractor is that it will stretch "indefinitely" when subjected to a slight stretching force. Van Weel ('55) recorded the effect of gradual stretching under a small load, on the longitudinal retractor muscles from six species of holothurians, includingstichopus tropicdis. The results show that the muscle offers considerable "elastic" resistance to the sudden application of a heavier weight, although maintained application of a lesser weight induces continued "viscous" stretching. Van Weel stretched a longitudinal retractor for a very long time with a moderate load and found that the muscle increased to about three times its normal length, before it became thin enough to snap in the middle "as a 'thread' of plastic -material which is pulled out snaps." In reporting the work-speed curve for the longitudinal muscle of Holothuria nigra, which also slips in length under tension, Levin and Wyman ('27) commented that the muscle was so fragile that it "frequently gave