T cells presenting antigens in the context of MHC class II can induce anergy. In rat CD4+ T cell clones we have shown that depending on the depth of anergy other T cell responses can be inhibited in the presence of professional antigen presenting cells (APCs). This inhibition is cell-contact dependent, and APCs recovered from co-cultures with suppressive anergic T cells are modulated in their capacity to activate T cells. No changes in cell surface expression of MHC molecules, B7-1/B7-2, and OX40L were detected. Remarkably cell clusters formed by anergic T cells appeared to be more tight than clusters of activated T cells, and after fluorescent cell surface labelling of T cells, transfer of label was more profound in co-cultures of anergic T cells and APCs compared to activated T cells and APCs. Previously, it has been shown that activated T cells can absorb molecules from APCs in a unidirectional process. We now have evidence that also APCs can absorb cell surface molecules from T cells during APC-T cell co-cultures. We speculate that the quantity and quality of molecule reshuffling during cross-talk between T cells and APCs play a role in the regulation of the T cell response.