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Mantle muscle tissue of Idiosepius pygmaeus was examined to describe changes in structure and organization associated with growth. Growth in I. pygmaeus|DD was a function of both an increase in muscle fibre number and fibre size within muscle blocks. Continuous fibre production over the observed life span of I. pygmaeus was indicated by the presence of very small muscle fibres (< 1.0 μm in diameter) in substantial proportions in all sizes of individuals. Muscle blocks became larger as animals increased in size, although new muscle blocks were generated in all sizes of individuals. Mantle muscle fibres had a maximum size of 11 μm. Therefore, for an individual to continue increasing muscle block sizes, new fibres must be produced. This is further evidence of continuous fibre production throughout the size range of I. pygmaeus examined. The relative rates of muscle fibre generation and fibre growth depended on the size of the animal and position along the mantle (anterior, mid or posterior mantle). The predominance of small fibres and blocks at the anterior end of the mantle suggested that this was the primary growth region. Mitochondriapoor and mitochondria-rich muscle fibres from small individuals had much larger mitochondrial cores than muscle fibres from larger animals. Changes in the muscle structure are discussed with respect to the metabolic and energetic requirements of I. pygmaeus, and how these may change with growth.