Lens fiber cells are transparent, highly elongated, epithelial cells. Because of their unusual length these cells represent a novel model system to investigate aspects of epithelial cell polarity. In this study, we examined the fiber cell basal membrane complex (BMC). The BMC anchors fiber cells to the lens capsule and facilitates their migration across the capsule. Confocal microscopy revealed that bundled actin filaments converge beneath the center of each BMC and insert into the lateral membrane at points enriched in N-cadherin. Two other contractile proteins, caldesmon and myosin, were enriched in the BMC, co-localizing with f-actin bundles. The actin/N-cadherin complex formed a hexagonal lattice, cradling the posterior face of the lens. Removal of the capsule caused the tips of the fiber cells to break off, remaining attached to the stripped capsule. This provided a method for assaying cell adhesion and purifying BMC components. Fiber cell adhesion required Mg2+ and/or Ca2+ and was disrupted by incubation with beta1 integrin antibody. BMC proteins were compared with samples from the neighboring lateral membrane. Although some components were common to both samples, others were unique to the BMC. Furthermore, some lateral membrane proteins, most notably lens major intrinsic protein (MIP), were excluded from the BMC. Western blotting of BMC preparations identified several structural proteins originally found in focal adhesions and two kinases, FAK and MLCK, previously undescribed in the lens. These data suggest that the BMC constitutes a distinct membrane domain in the lens. The structural organization of the BMC suggests a role in shaping the posterior lens face and hence the refractive properties of the eye.