A cell line of mesodermal origin, FS9, was found to release a Cell Orienting Factor into its culture medium. In contrast with the random migration of controls, the orienting activity causes migrating mesenchymal cells to form an orderly "halo' surrounding tissue explants; individual cells and their cytoskeletons are elongated and parallel to each other but at right angle to the explant. No effect on the rate of cell movement was apparent. The orienting activity could be quantified by counting the number of cells found within strings radiating at right angles to a single tissue explant in the presence of FS9 conditioned medium or by using NIH image analysis. A dose dependent relationship with half maximal activity occurring at a 25% dilution of conditioned medium was observed. Cells that migrated randomly in the absence of conditioned medium became oriented within 4 h of exposure to 50% conditioned medium. Conversely, when the conditioned medium was removed, parallel alignment was rapidly lost. The orienting activity was found in conditioned media from a variety of mesodermal derivatives. Transformation of Balb/c 3T3 cells using EJ-ras oncogene led to augmented production of the activity. Furthermore, insulin was required in serum-free medium to support its production, Laminin, fibronectin and collagen and a range of pure cytokines, neither promoted nor inhibited orientation. Cell alignment was also unaffected by treatments which interfered with cell-substrate interactions and motility including the addition of the RGD peptide or anti-integrin beta 1 and beta 3 antibodies. A protein is likely to be involved since the activity was heat and trypsin sensitive and non-dialysable. The possibility is discussed that the orienting activity is a novel protein(s) which alters intercellular interactions to promote the formation of an aligned pattern by migrating mesenchymal cells.