Trematode metacercariae typically are regarded as nonfeeding and metabolically inactive. However, the metacercariae of many trematode species undergo complex and prolonged periods of development within their intermediate hosts. In the present study, we used electron microscopy to document chronological changes in development of the tegument of Ornithodiplostomum ptychocheilus metacercariae recovered from the brains of experimentally infected fathead minnows (Pimephales promelas). Commencing at 4 days postinfection (PI), the smooth, thin, syncytial tegument transforms into a complex microlamellar and microvillar system that encircles the entire body surface. The microvilli are oriented in parallel in an extended pattern, reaching directly away from the parasite and toward the receding host tissue. The microvilli disappear at approximately 28 days PI, followed by deposition of the cyst wall and further transformation of the tegument into the spinose, a glandular structure typical of an immature adult. To our knowledge, the progressive disaggregation of host cells at the leading edge of elongating parasite microvilli has not been demonstrated previously for any trematode. These results provide morphological evidence that the metacercariae of some trematode species undergo complex developmental changes associated with feeding in their intermediate host.