The responses of HeLa S-3 to mild hyperthermia for relatively critical times at 43 and 45 degrees C were analysed in detail, including growth and colony-forming ability, permeability, osmotic sensitivity and microscopical appearances. For comparative purposes lower temperatures (e.g. 41 degrees C) and higher temperatures (50 and 55 degrees C) were used in some experiments. The evidence from many different aspects, including scanning and transmission electron microscopy, suggests that critical heat exposures do not per se cause severe membrane damage and loss of cell integrity, but changes quickly become manifest when cells are 'recovered' by returning to 37 degrees C. Attention is drawn to the ability of heat-treated cells to show osmotic-like swelling and restoration towards normal volume in medium of 30 per cent normal strength, which would not be expected on the hypothesis that hyperthermia primarily disrupts membrane structure and functioning. Ultrastructural changes during and after hyperthermia--including nucleolar changes, the appearance of perichromatin granules, the formation of electron-dense cytoplasmic clusters, and the development of intranuclear actin rods--corroborate and extend other findings. However, mitochondrial changes were found to be particularly significant, appearing early and correlating well with the loss of viability and metabolic functioning found after heat treatment. These include the early development of intramitochondrial dense granules, followed by vesicularization of the cristae, swelling of the intracristal spaces, myelin degeneration and the formation of bodies which could otherwise be mistaken for secondary lysosomes. The findings indicate the need for more intensive investigations of mitochondria and mitochondrial functioning in hyperthermia-induced cell damage, and their careful correlation with the 'recovery' of energy-dependent process in cells subsequently returned to 37 degrees C.