We have analyzed mixed cultures of normal mammalian fibroblastic cells and transformed quail myoblasts to investigate whether the presence of an excess of normal cells could suppress the phenotype of transformed quail cells. In such mixed cultures, only v-myc-transformed cells were growth-arrested, whereas v-src-transformed myoblasts were essentially unaffected. Growth arrest appeared to reflect reversion from the transformed state, including re-expression of the myogenic differentiation program. The v-myc-transformed myoblasts were phenotypically corrected also by differentiating normal quail myoblasts, giving rise to hybrid myotubes containing nuclei from both cell types. The differential behavior of transformed cells closely paralleled the efficiency with which they established metabolic cooperation with adjacent normal cells. Our results indicate that unrestrained proliferation associated with transformation is responsible for v-myc-induced block of myogenic differentiation.