Young dogs were anesthetized by intrathoracic injection of sodium pentobarbital and perfused with buffered aldehydes. Lining tissue samples from the cranial subarachnoid space were prepared for scanning electron microscopy (SEM) by postfixing in buffered OSO4. Samples were then dehydrated, dried in a Critical Point Drying System, and coated with carbon and palladium-gold. Specimens were viewed in a Cambridge S4 scanning electron microscope. After thorough scanning, selected samples were routinely prepared for transmission electron microscopy (TEM) and viewed in a Philips EM-200 transmission electron microscope. This study depicts the surface morphology of the meningeal linings of the cranial subarachnoid space. The cranial pia mater possesses natural gaps or fenestrations between cells. SEM reveals a more complex morphology of arachnoid trabeculae than previously interpreted from light and transmission electron microscopy. Many free cells are observed on the meningeal linings of the subarachnoid space. The present study establishes that these free cells are macrophages by means of definitive TEM correlates. Microvillous-like processes extending between macrophages and the pial surface are present. The frequency and the nature of these thin processes suggest the possibility of a plasmalemma-mediated system of communication.