The structure and organization of axons in the cervical connective of wild-type Drosophila fruit flies were examined in anticipation of studies of various neurological mutants. Dissected flies were rapid-frozen from the living state against a copper block cooled with liquid helium, freeze-substituted, and prepared for electron microscopic examination of thin sections. These cryotechniques showed new details of the structure of cell organelles and cytoplasm in Drosophila axons. The cytoplasmic matrix of axons and glia consists of a material with a fine granular texture enmeshed in a three-dimensional meshwork of short, fine filaments which vary in shape, size and electron density. No neurofilaments are present, but bundles of microtubules are interwoven into the filamentous matrix of the axoplasm. The round wall of microtubules (27 nm overall diameter) is composed of twelve cylindrical protofilaments with a typical substructural periodicity. Mitochondria frequently make contact with microtubules in both axons and glial processes. A thin layer of electron-dense filamentous matrix, which appears to be an axonal basal lamina, contacts most of the axonal exoplasmic surface, especially that of axons where they are surrounded by processes of glial cells, but is scant wherever single axons are contiguous. Thus, an axonal basal lamina occupies the constricted spaces around axons, where extracellular K+ accumulates during neural activity.