Time-lapse cinemicrography was used to show what changes in the number, size, shape, arrangement and what movements of apices of superficial cells occur during epiboly, extension, convergence and blastopore formation in the blastula or gastrula of Xenopus laevis. Epiboly of the animal region occurs by apical expansion of superficial cells at a nearly constant rate from the midblastula to the midgastrula stage. Egression of deep cells into the superficial layer does not occur. Extension of the dorsal marginal zone begins in the late blastula stage with the rapid spreading of the apices of cells in this region and this continues until the onset of neurulation when rapid shrinkage begins. Extension and convergence of the dorsal marginal zone occurs by a rearrangement in which individual cells exchange neighbors and by a change in the shape of the cell apices. Regional differences in apical expansion are accompanied by differences in rate of anticlinal division of superficial cells such that cells in all sectors of the animal region and the marginal zone show similar patterns of decrease in apparent apical area. Shrinkage of the apices of bottle cells during blastopore formation is described. From this and other studies, a model of the cellular behavior of epiboly, extension and convergence is constructed and several hypotheses as to how these activities might generate the mechanical forces of the gastrulation movements are presented.