The lens of the eye is composed of concentric layers of tightly packed fiber cells. The oldest fibers, those in the lens core, lose their nuclei and other organelles during terminal differentiation. This is thought to ensure the clarity of the lens. The anucleated core fibers are sustained by gap junction-mediated communication with metabolically active cells near the lens surface. In this study, we expressed autofluorescent proteins and microinjected fluorescent markers to probe cell-to-cell communication in different regions of the developing lens. Our data indicate that a novel cell-cell diffusion pathway becomes patent in the lens core during development. This pathway is remarkable in that it is permeable to proteins and other large molecules and is thus distinct from gap junctions. Diffusion of large molecules probably occurs through regions of membrane fusion observed between neighboring cells in the lens core. Further direct evidence for a continuous plasma membrane system was provided by the observation that exogenous membrane proteins expressed in one core fiber cell were able to diffuse laterally into the membranes of adjacent fibers. Thus, the lens core appears to represent a true syncytium within which both membrane proteins and cytoplasmic proteins freely diffuse. Significantly, the outermost edge of the core syncytium encompasses a shell of nucleated, transcriptionally-competent, fiber cells. This arrangement could facilitate the delivery of newly synthesized protein components to the aged and metabolically quiescent cells in the center of the lens.