We provide a detailed, comparative study of the ciliated cells of the marine haplosclerid sponge Haliclona indistincta, in order to make data available for future phylogenetic comparisons at the ultrastructural level. Our study focuses on the description and analysis of the larval epithelial cells, and choanocytes of the metamorphosed juvenile sponge. The ultrastructure of the two cell types is sufficiently different to prevent our ability to conclusively determine the origin of the choanocytes from the larval ciliated cells. However, ciliated, epithelial cells were observed in a migratory position within the inner cell mass of the larval stages. Some cilia were observed within the cell's cytoplasm, which is indicative of the ciliated epithelial cell undergoing transdifferentiation into a choanocyte; while traces of other ciliated epithelial cells were contained within phagosomes, suggesting they are phagocytosed. We compared our data with other species described in the literature. However, any phylogenetic inference must wait until further detailed comparisons can be made with species whose phylogenetic position has been determined by other means, such as phylogenomics, in order to more closely link genomic, and morphological information. J. Morphol. 274:1263-1276, 2013. (c) 2013 Wiley Periodicals, Inc.