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Megaphyll leaf evolution was a critical event in Earth history that had major consequences for the biotic regulation of the global environment. Zimmermann''s telome theory has been widely accepted for over seventy years as the leading explanation for this evolutionary innovation. According to the telome theory, megaphylls evolved from the three-dimensional lateral branches of early vascular land plants in a hypothetical series of three transformations; first, the formation of determinate lateral branches (overtopping); second, the development of ‘flattened’ branch systems (planation); and third, the fusion of planated branches with lateral outgrowths of photosynthetic mesophyll tissue to form the leaf blade (webbing). A critical review of the molecular and cellular evidence identifies plausible genetic, cellular and physiological mechanisms in extant higher plants for overtopping and planation but more limited evidence for the process of webbing (lateral outgrowth fusion). We highlight key outstanding questions concerning the telome theory that are likely to be resolved when gene identification and functional analysis techniques are applied to photosynthetic organisms that have different evolutionary histories. [Copyright &y& Elsevier]