The tentacular retractor muscle has many arrays of muscle fiber bundles under the epithelial layer. Most of muscle fiber bundles are arranged in parallel to the longitudinal axes of muscle fibers and a small number of them perpendiculary to them. These smooth muscle cells are filled with compactly arranged myosins and actins. These microfilaments, when the tentacle is protracted, keep abreast with straight for-ward-lined shapes while these microfilaments, when it is retracted, with curved shapes. The foldings in the sarcolemma of the muscle cell, when the tentacle is retracted, lead to the formation of normal subsurface tubules along with which a few mitochondria are included. It is thought that the formation of the sarcolemmal differentiation like the subsurface tubules has a close relation with the protraction and retraction of the tentacle. Mitochondria are found throughout the muscle cell, and sarcoplasmic reticulum (SR) developed greatly in the exoplasm close to the sarcolemma and associated with the cell membrane. Dense bodies are distributed irregularly and thin filaments are scattered around the thick filament in cross-sections, but the thin filaments may be arranged in complete or partial orbits around thick filaments. Complete orbits are infrequent.