Despite numerous reports on the regulation of cerebral arterial blood flow, little work has been done on that of the capillary and venous system. We have examined capillo-venous blood flow in the rat intraparenchymal cerebral cortex, employing a high-speed video confocal fluorescence microscope and our own software (KEIOIS-2) to track individual RBCs and to document velocity changes in single capillaries and veins. We found temporal and spatial heterogeneous changes in capillary RBC density (hematocrit), RBC recruitment, oscillation of capillary flow or vasomotion, and capillary density unrelated to arteriolar diametric changes. In veins, blood flow was also quite variable in time and space, and at a high frame rate venous blood per se was observed as a moving column of amorphous RBC aggregates with irregular edges; we believe this is the first report of such an observation under physiological conditions. The formation of such intravascular RBC aggregates would enforce slowing of blood flow and vice versa: RBC aggregation was in turn entirely flow-dependent. In rapid venous flow, RBCs appeared as a straight gathering of individually separated and dispersed cells. At capillo-venous junctions, an "RBC pouring" process appeared to occur, with RBCs either being sucked up from the capillary, merging, or being held back in the capillary. Changes in venous blood viscosity due to RBC aggregation are likely to be involved in this process. These findings suggest that the capillo-venous junction somehow participates in the regulation of appropriate tissue capillary flow in toto.