We applied fluorescence staining of F-actin, confocal laser scanning microscopy, as well as bright-field light microscopy, SEM, and TEM to examine myogenesis in larval and early juvenile stages of the tusk-shell, Antalis entalis. Myogenesis follows a strict bilaterally symmetrical pattern without special larval muscle systems. The paired cephalic and foot retractors appear synchronously in the early trochophore-like larva. In late larvae, both retractors form additional fibers that project into the anterior region, thus enabling retraction of the larval prototroch. These fibers, together with the prototroch, disappear during metamorphosis. The anlagen of the putative foot musculature, mantle retractors, and buccal musculature are formed in late larval stages. The cephalic captacula and their musculature are of postmetamorphic origin. Development of the foot musculature is dramatically pronounced after metamorphosis and results in a dense muscular grid consisting of outer ring, intermediate diagonal, and inner longitudinal fibers. This is in accordance with the proposed function of the foot as a burrowing organ based on muscle-antagonistic activity. The existence of a distinct pair of cephalic retractors, which is also found in basal gastropods and cephalopods, as well as new data on scaphopod shell morphogenesis and recent cladistic analyses, indicate that the Scaphopoda may be more closely related to the Gastropoda and Cephalopoda than to the Bivalvia.