The mechanism by which epithelial cells rearrange is a process that is central to epithelial morphogenesis, yet remains poorly understood. We have investigated epithelial cell rearrangement in the dorsal hypodermis of the Caenorhabditis elegans embryo, in which two rows of epithelial cells rearrange in a morphogenetic process known as dorsal intercalation. The intercalating cells extend basal protrusions which squeeze between their opposing neighbors beneath their adherens junctions. As the intercalating cells move forward, these protruding tips become broader in the anterior-posterior and dorsoventral dimensions, effectively "plowing through" the adherens junctions and forcing an opening for the remainder of the intercalating cell to insert between the contralateral cells. These cell movements are dependent upon intact cytoarchitecture, since the pharmacological disruption of microtubules or actin filaments blocks cell rearrangement. The cells appear to intercalate independently of immediately adjacent neighboring hypodermal cells because dorsal intercalation is not blocked by the ablation of the progenitors for either half of the lateral hypodermal cells or the posterior half of the dorsal hypodermis. This is the first case in which the protrusive mechanism underlying epithelial cell rearrangement has been characterized, and we propose a model describing how epithelial cells rearrange within the confines of an epithelial monolayer, and discuss the mechanisms that may be guiding these directed cell movements.