The organization, ultrastructure, growth, and development of two types of cuticular photophore in oplophorid shrimps (Oplophorus spinosus and Systellaspis debilis) are described. Photophores located in the third maxilliped consist of a unit structure comprising a single photocyte and associated pigment cells. Reflecting pigment cells contain white pigment and form an apical cap above the photocyte; sheath cells contain red carotenoid pigment and form a light-absorbing layer around the photophore. Photophores located on the pleopods are compound structures comprising many photocytes. They also contain the same types of pigment cell that are found in the unit photophores of the maxilliped. Paracrystalline bodies at the apical ends of the photocytes in both types of photophore are thought to be associated with light generation. Both types of photophore have mechanisms for tilting in the pitch plane. In the maxilliped, the apices of the photophores are connected to a ligament that has its origin in the propodus. Flexion or extension of the dactylus displaces the ligament, which tilts the photophores synchronously. The cuticular window beneath each photophore remains stationary. The tilt mechanism of the pleopod photophores is quite different, and depends upon muscular contraction. A main and an accessory longitudinal muscle cause backwards rotation of the photophore by deforming the cuticle surface. A loop muscle that passes around the anterior face of the photophore causes forward rotation. The two mechanisms optimize the use of the photophores in ventral camouflage. They allow photophore rotation to compensate for changes in the shrimp's orientation in the plane of pitch and thus maintain the ventral direction of the luminescence.