Despite the wealth of information on the signals required for T cell activation in vitro, the signals required for the generation of functional Th cells in vivo are poorly understood. We addressed this by directly tracking the behavior of adoptively transferred CD4+ TCR transgenic T cells following Ag administration in vivo. Injection of soluble Ag induced a transient accumulation of Ag-specific T cells in lymphoid tissue. If bacterial LPS was present during this period, enhanced numbers of Ag-specific T cells accumulated, migrated into B cell-rich follicles, and provided help for Ab production. The ability of LPS to enhance the accumulation and follicular migration of Ag-activated T cells was mimicked by the proinflammatory cytokines, TNF-alpha and IL-1, and the capacity of LPS to promote the generation of IFN-gamma-secreting T cells, which provide help for IgG2a production, was mimicked by IL-12. Thus, the in vivo generation of functional Th cells can arise from Ag-dependent clonal expansion in the context of inflammatory cytokines.