Myosin II, a molecular motor, plays a critical role in cell migration, cell shape changes, cell adhesion, and cytokinesis. To understand the role of myosin II in lens fiber cell elongation and differentiation, we determined the distribution pattern of nonmuscle myosin IIA, IIB, and phosphorylated regulatory myosin light chain-2 (phospho-MLC) in frozen sections of the developing mouse lens by immunofluorescence analysis. While myosin IIA was distributed uniformly throughout the differentiating lens, including the epithelium and fibers, myosin IIB was localized predominantly to the epithelium and the posterior tips of the lens fibers. In contrast, immunostaining with a di-phospho-MLC antibody localized intensely and precisely to the elongating and differentiating primary and secondary lens fibers, co-localizing with actin filaments. An in situ analysis of Rho GTPase activation revealed that Rho-GTP was distributed uniformly throughout the embryonic lens, including epithelium and fibers. Inhibition of myosin light chain kinase (MLCK) activity by ML-7 in organ cultured mouse lenses led to development of nuclear lens opacity in association with abnormal fiber cell organization. Taken together, these data reveal a distinct spatial distribution pattern of myosin II isoforms in the developing lens and a robust activation of MLC phosphorylation in the differentiating lens fibers. Moreover, the regulation of MLC phosphorylation by MLCK appears to be critical for crystallin organization and for maintenance of lens transparency and lens membrane function.