T o examine the course of physiologic interactions between extravasating neutrophils and the subendothelial basement membrane, a model of the venular vessel wall was constructed by culturing human umbilical vein endothelial cells on a collagen matrix. After 21 d in culture, the endothelial cell monolayer displayed in vivo-like intercellular borders and junctions, deposited a single-layered, continuous basement membrane that was impenetrable to colloidal particles, and supported neutrophil extravasation in a physiologic manner. Using this model, we demonstrate that neutrophil transmigration in a plasma milieu was associated with a significant disruption of the retentive properties of the basement membrane in the absence of discernable morphologic changes. The loss of basement membrane integrity associated with neutrophil diapedesis was not dependent on neutrophil elastase or cathepsin G and was resistant to inhibitors directed against neutrophil collagenase, gelatinase, and heparanase. Despite the fact that this loss in matrix integrity could not be prevented, basement membrane defects were only transiently expressed before they were repaired by the overlying endothelium via a mechanism that required active protein and RNA synthesis. These data indicate that neutrophil extravasation and reversible basement membrane disruption are coordinated events that occur as a consequence of vessel wall transmigration.