The fibrillar architecture in the general matrix of softened cartilage has been compared with that of the normal matrix using both Nomarski light microscopy and transmission electron microscopy with combined stereoscopic reconstruction. A pseudorandom network developed from an overall radial arrangement of collagen fibrils is the most fundamental ultrastructural characteristic of the normal general matrix. This, in turn, provides an efficient entrapment system for the swelling proteoglycans. Conversely, the most distinctive feature of the softened matrix is the presence of parallel and relatively unentwined fibrils, strongly aligned in the radial direction. The presence of an optically resolvable fibrous texture in the softened cartilage matrix indicates the presence of discrete bundles of closely packed and aligned fibrils at the ultrastructural level of organisation. The general absence of such texture in the normal cartilage general matrix is consistent with the much greater degree of interconnectedness and related short-range obliquity in the fibrillar architecture, hence the importance of the term pseudorandom network. A mechanism of structural transformation is proposed based on the important property of lateral interconnectivity in the fibrils which involves both entwinement and nonentwinement based interactions. The previously reported difference in intrinsic mechanical strength between the normal and softened matrices is consistent with the transformation model proposed in this study.