The purpose of this paper was to compare retrospectively the effect on the soft tissues of two contrasting forms of treatment for Class II, Division 1 malocclusion. The first group of 30 persons exhibited uncrowded dentitions and were treated without extractions by means of the Andresen activator. No other appliance was used. The second group was also composed of 30 persons. These subjects were treated with the Begg appliance in its classical form. All of the Begg subjects showed varying amounts of crowding and were treated by extraction of four first premolars. It was believed that the Andresen appliance would maintain the incisors in the most labial position possible, while the Begg group with premolar extractions would involve the maximum lingual incisal movement. These groups were compared with a third group of 22 untreated persons who also exhibited Class II, Division 1 malocclusions. The overjets in the treated groups were successfully reduced in both cases by retraction of the upper incisors; in the Begg group only, retraction of lower incisors was also performed. The upper incisors were retracted substantially more in the Begg group than in the Andresen group, but there was only a slight difference within the two groups in the final position of the upper lip relative to a vertical reference line through sella. There was also a slight difference in the lengths of upper and lower lips within the two treated groups. The lower lip followed the lower incisors more closely in the Begg group. Both upper and lower lips "uncurled" in the treated groups and this probably allowed them to be held together with little strain. There was a wide variation in individual response in all three groups.