The potency of flagellated cells of Halisarca dujardini (Halisarcida, Demospongiae) larvae from the White Sea (Arctic) was investigated experimentally during metamorphosis. Two types of experiments were conducted. First, larvae were maintained in Ca2+ free seawater (CFSW) until the internal cells were released outside through the opening of the posterior pole. These larvae that only composed of flagellated cells (epithelial larvae) were then returned to sea water (SW) to observe their metamorphosis. The posterior aperture closed before they settled on a substratum and started a metamorphosis similar to intact larvae. Secondly, epithelial larvae were, first, further treated in CFSW and then mechanically dissociated. Separated cells or groups of cells were returned to SW, where they constituted large friable conglomerates. After 12-17 h in SW, flagellated cells showed the first steps of dedifferentiation, and regional differentiation was noticeable within conglomerates after approximately 24-36 h. External cells differentiated into pinacocytes while internal cells kept their flagella and became united in a layer. Within 48-72 h, internal cells of the conglomerates formed spherical or ovoid clusters with an internal cavity bearing flagella. These clusters further fused together in a rhagon containing one or two large choanocyte chambers. The sequence of cellular processes in epithelial larvae and in flagellated cell conglomerates was similar. Previous observations indicating the totipotentiality of larval flagellated cells during normal metamorphosis of H. dujardini are thus confirmed. © 2007 Wiley-Liss, Inc.