The evolution of viviparity requires modifications to multiple integrated physiological features to support embryonic development during pregnancy. Embryonic growth during pregnancy is dependent upon the capacity of the uterine vascular system to satisfy increasing embryonic oxygen demand throughout gestation. We tested the hypothesis that total surface area of uterine blood vessels increases in concert with embryonic growth, and hence its oxygen demand, during gestation. We used immunofluorescence and laser-scanning confocal microscopy to quantify uterine microvascular density and morphology during gestation in the oviparous skink Ctenotus taeniolatus and in Saiphos equalis, a skink species with prolonged egg retention. For C. taeniolatus, vessel density (Nv) and vessel length-density (Lv) in the embryonic hemisphere of the uterus is 23% and 17% less, respectively, than that of S. equalis and vascular surface-area does not differ as a function of embryo stage. For S. equalis, overall Nv, Lv, and vessel diameter (Dv), does not change during the first half of gestation but increases by 36% (Nv), 44% (Lv), and 60% (Dv) by near-term embryo stages late in gestation. The chorioallantoic membrane of S. equalis increases in absolute size but vascular density does not differ as a function of embryo stage. The marked increase in uterine vascular density during late gestation coincides with the phase of rapid growth in embryo mass and concomitant increase in metabolic rate. Expansion of the uterine vascular bed in concert with embryo size and metabolism is likely to be an important transitional step in the evolution of viviparity. Anat Rec, 293:829–838, 2010. © 2010 Wiley-Liss, Inc.