Retroviral infection is associated with a number of pathologic abnormalities, including a variety of cancers, immunologic diseases, and neurologic disorders. Shortly after its discovery in 1980, human T cell leukemia virus type I (HTLV-I) was found to be the etiologic agent of both adult T cell leukemia (ATL) and HTLV-I-associated myelopathy/tropical spastic paraparesis (HAM/TSP), a neurologic disease characterized by demyelinating lesions in both the brain and the spinal cord. Approximately 5-10% of HTLV-I-infected individuals develop either ATL or HAM/TSP. Interestingly, the two diseases have vastly different pathologies and have rarely been found to occur within the same individual. While a number of host and viral factors including virus strain, viral load, and HLA haplotype have been hypothesized to influence disease outcome associated with HTLV-I infection, the relative contributions of such factors to disease pathogenesis have not been fully established. Recent research has suggested that the route of primary viral infection may dictate the course of disease pathogenesis associated with HTLV-I infection. Specifically, mucosal exposure to HTLV-I has been associated with cases of ATL, while primary viral infection based in the peripheral blood has been correlated with progression to HAM/TSP. However, the cellular and molecular mechanisms regulating disease progression resulting from primary viral invasion remain to be elucidated. Although a variety of factors likely influence these mechanisms, the differential immune response mounted by the host against the incoming virus initiated in either the peripheral blood or the mucosal compartments likely plays a key role in determining the outcome of HTLV-I infection. It has been proposed that the route of infection and size of the initial viral inoculum allows HTLV-I to infect different target cell populations, in turn influencing the breadth of the immune response mounted against HTLV-I and affecting disease pathogenesis. A model of HTLV-I-induced disease progression is presented, integrating information regarding the role of several host and viral factors in the genesis of both neoplasia and neurologic disease induced following HTLV-I infection, focusing specifically on differential viral invasion into the bone marrow (BM) and the influence of this event on the virus-specific CD8(+) cytotoxic T lymphocyte (CTL) response that is initiated following HTLV-I infection.