A cluster composed of 10 active alpha-esterase genes and a pseudogene is distributed over 60 kb in the Drosophila melanogaster genome. This paper describes the corresponding cluster in Drosophila buzzatii, whose lineage diverged from that of D. melanogaster when the subgenera Drosophila and Sophophora diverged about 50 Mya. With three exceptions we find that the composition of the cluster is conserved in the two lineages. The location of alpha E1 in D. melanogaster differs from that of its nearest relative in D. buzzatii, and alpha E4 has duplicated independently in the two lineages. The nature of these differences indicates that a mechanism exists whereby copies of genes can be placed in opposite orientation and nonadjacent positions within a gene cluster, although this does not seem to be a feature of earlier events in the cluster's evolution. The rates of amino acid change are not significantly different between orthologs, but the rates differ sevenfold among paralogs, indicating that very different selective forces are acting on the genes of the cluster. Mapping of sequence differences onto a model of the tertiary structure of the enzymes indicates that motifs contributing to substrate binding and catalysis have changed radically in the alphaE4s and suggest that this subgroup of alpha-esterases may be evolving into a substantially different functional niche.