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Ptilotus exaltatus accumulates phosphorus (P) to > 40 mg g(-1) without toxicity symptoms, while Kennedia prostrata is intolerant of increased P supply. What physiological mechanisms underlie this difference and protect P. exaltatus from P toxicity? Ptilotus exaltatus and K. prostrata were grown in a sandy soil with low-P, high-P and P-pulse treatments. Both species hyperaccumulated P (>20 mg g(-1)) under high-P and P-pulse treatments; shoot dry weight was unchanged for P. exaltatus, but decreased by >50% for K. prostrata. Under high-P, in young fully-expanded leaves, both species accumulated P predominantly as inorganic P. However, P. exaltatus preferentially allocated P to mesophyll cells and stored calcium (Ca) as occasional crystals in specific lower mesophyll cells, separate from P, while K. prostrata preferentially allocated P to epidermal and spongy mesophyll cells, but co-located P and Ca in palisade mesophyll cells where granules with high [P] and [Ca] were evident. Mesophyll cellular [P] correlated positively with [potassium] for both species, and negatively with [sulfur] for P. exaltatus. Thus, P. exaltatus tolerated a very high leaf [inorganic P] (17 mg g(-1)), associated with P and Ca allocation to different cell types and formation of Ca crystals, thereby avoiding deleterious precipitation of Ca-3(PO4)(2). It also showed enhanced [potassium] and decreased [sulfur] to balance high cellular [P]. Phosphorus toxicity in K. prostrata arose from co-location of Ca and P in palisade mesophyll cells. This study advances understanding of leaf physiological mechanisms for high P tolerance in a P-hyperaccumulator and indicates P. exaltatus as a promising candidate for P-phytoextraction. (C) 2020 Elsevier Ltd. All rights reserved.