Abstract: The metaperidotites found in the Happo-O''ne region of central Japan are mostly lherzolites to harzburgites with subordinate dunites. Their protoliths originated as a series of refractory residues by near-fractional melting, 15–25% melting in the spinel field, which is confirmed by a HREE melting model of the apparently primary clinopyroxene. These metaperidotites display U-shaped primitive mantle (PM)-normalized REE patterns (0.02–0.5 times PM) and are highly enriched in LILE (0.2–20 times PM) relative to HFSE (<0.2 times PM), providing evidence for mantle-wedge metasomatism. In-situ analyses confirmed that clinopyroxenes and tremolite are enriched in fluid-mobile elements (B, Sr, Pb, Li, Cs, Ba and Rb; 0.1–100 times PM) coupled with depletion of HFSE (Ta, Hf, Th, Zr, Ti and Nb; <0.7 times PM)+U; these chemical features of clinopyroxenes and tremolite are similar to those of their whole rocks, and reflect slab-fluid metasomatism. We recognized three stages of clinopyroxenes that are different in morphology and REE patterns, but show the same major-element chemistry. Nearly euhedral clinopyroxene (Cpx1) displays a spoon-shaped REE pattern (0.2–3 times PM), reflecting the first stage (stage 1) of metasomatism. Acicular clinopyroxene (Cpx2) after tremolite+olivine shows a U-shaped REE pattern (0.06–1 times PM) (stage 2), whereas fine-grained clinopyroxene (Cpx3) derived from orthopyroxene shows very low concentrations of REE (stage 3). These three successive stages of retrogressive clinopyroxene formation possibly denote a retrogressive chemical change of the involved fluids during multi-stage metasomatism. The fluid of stage 1 is highly enriched in LREE (0.2–2 times PM), MREE, Pb, Sr, Li and Rb relative to the stage-3 fluid that is very low in MREE, Pb, LREE and Sr, but has high Na, Mn, Ba, B and Cs. The stage-2 fluid, which is low in LREE (0.06–1 times PM), Li and Pb, and very low in Cs, Rb and Hf relative to the fluid of stage 1, is considered to be a transitional fluid between stages 1 and 3. The retrogressive change of the fluid composition is possibly equivalent to a transversal change of the slab-derived fluid within the mantle wedge due to a change of metamorphic condition, depth of the subducting slab and an episode of metasomatism during the exhumation of the Happo-O''ne peridotites. [Copyright &y& Elsevier]