Transgenic Bt maize expressing the Cry1Ab toxin is poorly effective for suppressing populations of two non-target Lepidoptera, Mythimna unipuncta and Helicoverpa armigera. In order to determine the mechanisms that may be involved in this poor effectiveness, last instar larvae of the two Lepidoptera were fed with a diet containing lyophilized leaves with Bt vs non-Bt toxin for different periods; additionally, some larvae fed on Bt diet were transferred to non-Bt diet for an additional period. In the experimental larvae, we measured the growth (weight) gain from just before treatment to after the end of the treatment, and the Cry1Ab contents in the hemolymph, the peritrophic membrane and its contents and midgut epithelium. Effects of the treatments on the midgut epithelium were observed by light and transmission electron microscopy. It was seen that multiple mechanisms can be involved in the low susceptibility of the two Lepidoptera. The low content of the toxin within the peritrophic membrane 48h after ingestion indicates a high rate of toxin elimination in this space. Moreover, M. unipuncta larvae fed on the Bt diet displayed a similar growth gain index to those fed on the non-Bt diet, and showed an increasing elimination rate during the experiment. Little toxin reached the midgut epithelium, indicating a low permeability of the peritrophic membrane or a low affinity at the binding sites. Larvae fed on the Bt toxin showed rapid recovery in weight gain and in the midgut epithelium, and also showed overcompensation mechanisms