We describe the first example of bare ciliary axonemes existing outside eukaryotic cells. The axonemes run in longitudinal invaginations of the surface membrane of giant smooth muscle cells in ctenophores. No motility of the surface-associated axonemes has been detected in living muscles. The axonemes are truly extracellular and in direct contact with the extracellular matrix (mesoglea), as shown by the ultrastructural tracer horseradish peroxidase. The axonemes appear partially degraded and disorganized, and individual doublet microtubules are difficult to distinguish. Nevertheless, immunofluorescence microscopy shows that the axonemes retain antigenic sites reacting with mouse monoclonal anti-beta-tubulin. The origin of the extracellular axonemes is unknown: no attached basal bodies (extracellular or intracellular) have been found. The muscle-associated axonemes may play a unique role in smooth muscle function and/or development, and may be related to the evolution of muscle cells in soft-bodied invertebrates that exploit cilia for a wide variety of functions.