This paper discusses the effect of basketweave microstructure on the very high cycle fatigue behavior of TC21 titanium alloy. Ultrasonic fatigue tests at 20 kHz are done on a very high cycle fatigue (VHCF) property of the alloys with 60 µm and 40 µm basketweave size, respectively. Results show that the alloys illustrate step-wise S-N characteristics over the 10 5 -10 9 cycle regimes and that fatigue fracture in both of the alloys occur beyond the conventional fatigue limit of 10 7 cycles. Subsurface crack initiation occurs at low stress amplitude. A fine granular area (FGA) is observed along the α lamella at the subsurface crack initiation site. The mechanism for the subsurface crack initiation is revealed using layer-by-layer-polishing, due to the micro-voids that are introduced at the granular α phase. The colony of α lamella is due to the local stress concentrated between them under the cyclic load. The stress intensity factor range at the FGA front is regarded as the threshold value controlling the internal crack propagation. Furthermore, the effect of the baseketweave size on the very high cycle fatigue limits of the TC21 titanium alloy is evaluated based on the Murakami model, which is consistent with the experimental results. The fatigue life of TC21 titanium alloy is well predicted using the energy-based crack nucleation life model.