Objective Fibroblast is pervasive in the setting of injury. Its invasion into the arachnoid tissue causes scarring, cortical adhesion of the brain, and obstruction of cerebrospinal fluid outflow. The purpose of this study is to determine the phenotypic and physiologic effects of fibroblasts on arachnoid in culture. Methods We studied the effects of fibroblast on the arachnoid cell growth, motility, phenotypic changes, and transport properties. Immortalized rat (Rattus norvegicus, Sprague Dawley breed) arachnoid cells were grown with fibroblast on opposite sides of polyethylene membranes or co-cultured in plastic wells. Arachnoid cell growth rate and DNA content, morphology, transport physiology, and extracellular matriceal content were determined in the presence of normal and irradiated fibroblast cells. Results When arachnoid cells were grown in the presence of fibroblasts, mannitol permeability increased and transepithelial electrical resistance (TEER) decreased. Arachnoid cell growth rate also significantly decreased. When arachnoid cells were grown in close proximity (i.e. on the same monolayer) with fibroblasts, the arachnoid cells were overrun by day 2, yet when physically separated, no significant change was seen in growth. Apoptosis increased markedly in arachnoid cultures in the presence of fibroblast. Fibroblast caused arachnoid cell to exhibit avoidance behavior, and irradiated fibroblast induced arachnoidal cells to move faster and exhibited greater directional changes. Subcellular glycosaminoglycan (GAG) content was significantly altered by fibroblast. Interpretation Fibroblasts influence arachnoid cell's mannitol transport likely via soluble factors. While the arachnoid cells did not change morphologically, cell growth was influenced. Over time, the cells had profound changes in transport and motility. The immortalized arachnoid cell/fibroblast culture system provides a unique model mimicking the pathologic event of leptomeningeal scarring.