During insect metamorphosis, neural and motor systems are remodeled to accommodate behavioral transformations. Nerve and muscle cells that are required for larval behavior, such as crawling, feeding and ecdysis, must either be replaced or respecified to allow adult emergence, walking, flight, mating and egg-laying. This review describes the types of cellular changes that occur during metamorphosis, as well as recent attempts to understand how they are related to behavioral changes and how they are regulated. Within the periphery, many larval muscles degenerate at the onset of metamorphosis and are replaced by adult muscles, which are derived from myoblasts and, in some cases, remnants of the larval muscle fibers. The terminal processes of many larval motoneurons persist within the periphery and are essential for the formation of adult muscle fibers. Although most adult sensory neurons are born postembryonically, a subset of larval proprioceptive neurons persist to participate in adult behavior. Within the central nervous system, larval neurons that will no longer be necessary die and some adult interneurons are born postembryonically. By contrast, all of the adult motoneurons, as well as some interneurons and modulatory neurons, are persistent larval cells. In accordance with their new behavioral roles, these neurons undergo striking changes in dendritic morphology, intrinsic biophysical properties, and synaptic interactions.