In this review, we focus on two important steps in the formation of the embryonic heart: (i) the progressive addition of late differentiating progenitor cells from the second heart field that drives heart tube extension during looping morphogenesis, and (ii) the emergence of patterned proliferation within the embryonic myocardium that generates distinct cardiac chambers. During the transition between these steps, the major site of proliferation switches from progenitor cells outside the early heart to proliferation within the embryonic myocardium. The second heart field and ballooning morphogenesis concepts have major repercussions on our understanding of human heart development and disease. In particular, they provide a framework to dissect the origin of congenital heart defects and the regulation of myocardial proliferation and differentiation of relevance for cardiac repair.I n this review, we consider the origin of cardiac progenitor cells in the early embryo and show how progressive specification, differentiation, and morphogenetic events lead to formation of the embryonic heart. We will focus on two conceptually important steps: (i) the regulation of late differentiating progenitor cells (the second heart field) from pharyngeal mesoderm that drives progressive heart tube extension during looping morphogenesis, and (ii) the emergence of patterned proliferation within the embryonic myocardium that generates distinct cardiac chambers. During the transition between these steps, there is a switch from proliferation of progenitor cells outside the early heart as the heart tube elongates to myocardial proliferation within the heart to promote atrial and ventricular chamber morphogenesis. Dissection of the genetic and cellular regulation and lineage relationships implicit in the second heart field and ballooning morphogenesis models are a major focus of ongoing research. Although emphasis will be placed on heart development in the early mouse embryo, with additional insights from avian and fish models, the second heart field and ballooning morphogenesis concepts have major biomedical repercussions on our understanding of human heart development and disease. We illustrate how they provide a framework to dissect the etiology of congenital heart defects, in addition to insights into the regulation of myocardial proliferation and differentiation of relevance for cellular and paracrine approaches to cardiac repair.