Purpose: To determine, in vitro, cytotoxicity and cell adhesion on 3 different implant surfaces. Materials and Methods: All samples had machined surfaces, but they were subjected to different cleaning procedures, which produced 3 different surface chemistries. One of the samples was "as-produced" from the machining tools. The other samples were subjected to partial and total cleaning routines. Cytotoxicity was evaluated using mouse fibroblast cultures, and cell adhesion was evaluated with osteoblast-like SaOS-2 cells. Results: The "as-produced" sample showed a pronounced surface contamination by lubricating oils. For partially and totally cleaned samples, an increasing amount of titanium and a decreasing carbon/titanium ratio was observed as cleaning became more complete. Discussion: Differences in surface chemistry such as those normally found on titanium implant surfaces (see part 1 of this series) can lead to those same effects which, in in vitro experiments, are normally accounted for in terms of surface topography alone. Conclusion: Effects related to surface chemistry can operate over and above surface topography, making it impossible, without proper characterization, to make definite statements about the role of topography alone.