Abstract. The atrochid rotifer, Acyclus inquietus, is a sedentary predator that lives within the colonies of its prey, the rotifer Sinantherina socialis. After larvae infiltrate and become associated with the colony, they secrete a permanent gelatinous tube and undergo metamorphosis to the adult stage. We followed settlement and metamorphosis using bright-field microscopy to document specific larval behaviors after eclosion, and used epifluorescence and confocal microscopy of phalloidin-labeled specimens to visualize some of the morphological changes that occur during metamorphosis. Upon eclosion, larvae possess paired eyespots and a ciliated corona that functions strictly in locomotion. After leaving the parent's gelatinous tube, larvae eventually settle on unoccupied colonies of S. socialis or on other substrates if colonies are unavailable. Settlement involves a period of gliding among colony members before attachment with the foot and the secretion of a gelatinous tube. After settlement, there is a drastic reconfiguration of the corona that involves loss of the eyespots, loss of the coronal cilia, and the formation of the cup-shaped infundibulum, a deep depression in the anterior of the head that leads to the mouth. The development of the infundibulum involves the expansion of tissues around the mouth and is accompanied by a reorientation of the underlying musculature that supplies the infundibulum and allows its use in prey capture. The arrangement of the muscles in the trunk and foot regions, which contain outer circular (complete and incomplete) and inner longitudinal bands, remains unchanged between ontogenetic stages, and reflects the condition characteristic of other rotifers.