Cladocera are the ecologically most important group within the Branchiopoda. They are unquestionably branchiopods but their evolutionary origin remains unclear. One favored explanation of their origin is that they evolved from a reproductive larva of a clam shrimp-like ancestor. To reveal a transformation and identify (potential) changes in chronology (heterochrony), we investigated and compared the development of representatives of two clam shrimp taxa, one of the Spinicaudata (Leptestheria dahalacensis) and one of the Cyclestherida (Cyclestheria hislopi), the sister group of Cladocera. Both taxa develop indirectly although the exact modes are quite different. The development of the nervous system, labeled and analyzed using immunohistochemical techniques and confocal microscopy, and that of the external morphology, scanned with an electron microscope, was investigated. L. dahalacensis hatch as a free-swimming nauplius and the nervous system and external morphology develop gradually. In C. hislopi, on the other hand, several internal and external structures develop before the hatching of a nonswimming embryo-like larva which is still carried in a dorsal brood pouch. The development in L. dahalacensis is directed from anterior to posterior, whereas in C. hislopi a more synchronous anterior and posterior differentiation is present. A comparison of both developmental sequences gives us the first indications of the evolutionary transformation which the Cladocera may have undergone from a clam shrimp-like ancestor. J. Morphol., 2012. © 2012 Wiley Periodicals, Inc.