Rat lumbrical muscles were incubated in a concentration of 10(-2) M bupivacaine for 5 or 15 min and examined after further incubation in the absence of the drug for periods totalling 1, 2, and 3h. Electron microscopy showed that muscle fibers and their component organelles and myonuclei underwent a series of irreversible degenerative changes. However, satellite cells retained their normal morphology under similar conditions. It is concluded that satellite cells are responsible for the rapid regeneration of muscles that follows degeneration induced by bupivacaine. The role of satellite cells in muscle regeneration is discussed.