1. Studies have shown that Cry proteins of the bacterium Bacillus thuringiensis expressed in transgenic plants can be acquired by nontarget herbivores and predators. A series of studies under field and controlled conditions was conducted to investigate the extent to which Cry1Ac protein from Bt transgenic cotton reaches the third trophic level and to measure the amount of protein that herbivores can acquire and expose to predators.2. Levels of Cry1Ac in Bt cotton leaves decreased over the season. Among herbivores (four species), Cry1Ac was detected in lepidopteran larvae and the amount varied between species. Among predators (seven species), Cry1Ac was detected in Podisus maculiventris and Chrysoperla rufilabris.3. In the greenhouse, only 14% of the Cry1Ac detected in the prey (Spodoptera exigua larvae) was subsequently found in the predator P. maculiventris. Detection of Cry1Ac protein in Orius insidiosus, Geocoris punctipes and Nabis roseipennis was probably limited by the amount of prey consumed that had fed on Bt cotton.4. Purified Cry1Ac was acquired by the small predatory bug G. punctipes but at much higher concentration than found in plants or in lepidopteran larvae.5. Bt protein was shown to move through prey to the third trophic level. Predatory heteropterans acquired Cry1Ac from prey fed Bt cotton, but acquisition was dependent on the concentration of Cry1Ac conveyed by the prey and the amount of prey consumed. The type and availability of prey capable of acquiring the protein, coupled with the generalist feeding behaviour of the most common predators in the cotton ecosystem, probably constrain the flow of Cry1Ac through trophic levels.