We analyzed in cultures from the human breast the potential of stromal cells resembling fibroblasts to undergo smooth muscle differentiation. The cellular components of the breast tissue from 10 biopsies were disaggregated by collagenase digestion and further purified by differential centrifugation into suspensions of single cells and intact blood vessels. These two fractions of stromal cells were plated in culture and their phenotypic traits analyzed within 24 hours. During this time, the blood vessel fraction gave rise to stromal cells with smooth muscle differentiation as judged immunocytochemically using monoclonal antibodies to alpha-/gamma-muscle actins, to alpha-smooth muscle actin, to type IV collagen, and to laminin. Furthermore, the cells of this fraction resembled smooth muscle cells based on 2D gel electrophoresis and immunoblotting determination of isoactin content. After 24 hours in culture, the single-cell fraction consisted of an almost pure population of cells not exhibiting smooth muscle differentiation but rather resembling fibroblasts. Maintenance of fibroblast-like cells without smooth muscle differentiation was possible for more than 14 days on chemically defined medium. These cells remained quiescent, as measured by cell quantification and immunoreactivity to the proliferation-associated antigen, Ki-67. Growth of these cells could be stimulated by adding serum at any time during the experimental period. Single-cell fractions from seven biopsies were allowed to grow exponentially in the presence of serum for up to 10 days, and the kinetics of smooth muscle differentiation were monitored immunocytochemically and biochemically. These experiments showed that alpha-smooth muscle actin synthesis was induced in 10 to 80% of the fibroblast-like cells after 4 to 11 days in culture. Both the final number of alpha-smooth muscle actin-positive cells and the onset of synthesis varied with the initial seeding density. Dose-response experiments (at constant cell density) revealed that serum exerted maximal effect at concentrations above 10%. It was therefore concluded that elements of smooth muscle differentiation may arise in non-smooth muscle stromal cells taken directly from human breast tissue.