The potent tumor promoter 12-O-tetradecanoylphorbol-13-acetate (TPA) alters many cellular processes through activation of its receptor protein kinase C (PKC), including gene expression, cell cycle, and the regulation of cell morphology, raising an important question for developing targeted methods to prevent cancer: which effects of TPA are crucial for carcinogenesis? To address this question, we studied TPA action in the 3-dimensional (3D) MCF10A human breast epithelial cell system, which models important features of in vivo epithelial tissue including growth constraints, structural organization of cells, and establishment of a basement membrane. MCF10A cells, which are immortalized but nontumorigenic, form hollow, spheroid structures in 3D culture referred to as acini. The development of normal acini requires the tight spatiotemporal regulation of cellular proliferation, polarization, apoptosis, and growth arrest. Treatment of MCF10A acini with TPA caused the appearance of multi-acinar structures. Surprisingly, this phenotype did not involve an increase in cell number or major changes in cell death, and polarization. Instead, live cell and confocal microscopy revealed that TPA stimulates MCF10A acini to aggregate. TPA induces the PKC-dependent production of actin-based protrusions, which leads to the formation of cellular bridges between acini, the clustering of acini, and allows cells to move into adjacent acini. During this process, the integrity of the laminin V basement membrane is disrupted, while E-cadherin-based cell-cell contacts remain intact. Altogether, our results show that under the biochemical and structural constraints of epithelial tissue, as modeled by the 3D MCF10A system, TPA induces a novel PKC-dependent phenotype that resembles local invasion. Of the many effects caused by TPA, these studies highlight the aggressive production of actin-based cellular protrusions as a potentially important event along the pathway to carcinogenesis.