Migration, proliferation and invasive growth of myofibroblasts are key cellular events during formation of granulation tissue in situations of wound healing, arteriosclerosis and tumor growth. To study the invasive phenotype of myofibroblasts, we established an assay where arterial tissue from chicken embryos was embedded in fibrin gels and stimulated with growth factors. Addition of serum, PDGF-BB and FGF-2, but not VEGF-A, resulted in an outgrowth of cellular sprouts with a pattern that was similar to the organization of cells invading a provisional matrix in an in vivo model of wound healing using the chicken chorioallantoic membrane. Sprouting cells were defined as myofibroblasts based on being a-smooth muscle actin-positive but desmin-negative. There was no contribution of endothelial cells in outgrowing sprouts. The acquired myofibroblastic phenotype was stable since sprout-derived cells resumed sprouting in a growth factorindependent manner when re-embedded as spheroids in a fibrin matrix. Invasive growth and sprouting of vascular smooth muscle cells was not limited to chicken cells since a similar response was seen when spheroids composed of purified primary human aortic smooth muscle cells were embedded in fibrin. Finally, a technique for flat visualization of the three-dimensional sprouting and a quantification method is described. This ex vivo model allows quantitative analysis of invasive growth and differentiation of vascular smooth muscle cells and fibroblasts into myofibroblasts.