The building of the vessel wall from its cellular and extracellular matrix (ECM) components is a critical event in the development and maturation of the cardiovascular system. However, little is known about the events that occur after the initial vascular network, a nascent endothelium, is established. The proper recruitment of vascular smooth muscle cells (VSMCs) to the endothelium is one such critical event. Although the majority of VSMCs are of mesodermal origin, it is not understood which populations of embryonic cells are capable of following the VSMC differentiation pathway. Previous studies, which have focused on the VSMC component of vessel wall development, have been limited by the use of markers that are not smooth muscle specific, or have focused on events that occur after a multilayered wall has been established. Therefore, the initial goal of this study was to define when overtly identifiable VSMCs were first associated with the vascular endothelium. Monoclonal antibodies (MAbs) were generated from embryonic vessel wall antigens in order to circumvent problems of cell specificity associated with the use of previously available markers to VSMCs. Critical to this study is our MAb, 1E12, which unlike other antibody markers, is smooth muscle specific. Using 1E12, we defined a pattern for recruitment and differentiation of the VSMC component of the descending aorta in stage 12 to stage 20 (Hamburger and Hamilton, 1951) quail embryos. Immunofluorescent labeling of quail embryos with 1E12 and a MAb to smooth muscle α-actin (SMαA) shows that the first mesodermally derived cells to associate with the aortic endothelium do so at the ventral surface. Recruitment of these cells, which we believe to be primordial VSMCs, proceeds in a ventral to dorsal direction along the aorta and in a radial direction, emanating from the endothelium. Additionally, we have determined the distribution of several ECM proteins, during the initial events of vessel wall development. Our studies show that fibulin-1 is expressed surrounding the primordial VSMCs of the vessel wall before elastin precursors are present and suggest that differential expression of the JB3 antigen (Wunschet al.,1994) may be indicative of early diversity among embryonic VSMCs.