Ultrastructural changes to the midgut epithelium of nymphs of the black field cricket (Teleogryllus commodus) after ingestion of potato protease inhibitor II (PPI-II) (0.6% (w/v) in artificial diet) were determined by light and electron microscopy. Crickets fed diet containing PPI-II grew more slowly than those fed control diet and changes observed to the PPI-II-fed nymphs included reduction of midgut wall depth, vacuolisation of the epithelial cells, swelling of the microvilli, cellular protrusions into the midgut and eventual rupture of individual or small groups of epithelial cells. These changes were first seen 2 days after PPI-II ingestion. Complete disintegration of the midgut to the basement membrane was not seen during the 27-day observation period and repair and regeneration of pockets of epithelial cells was observed. Immunocytochemistry revealed that PPI-II was localised within the ectoperitrophic matrix space of the gut. The location of the peritrophic matrix was determined by labelling with wheat germ agglutinin (WGA), but no rupture of this structure was observed in PPI-II-fed nymphs.