Attached to subcutaneous layer, bundles of thick collagen fibers, wandering macrophages and other floating cells, fibroblasts; some adipose cells in the deepest layers; coarse elastic fibers; collagen fibers form a weave network that is more regular than the papillary region (helps resist skin stretching); blood vessels, nerves, sebaceous (oil) glands, suderiferous (sweat) glands occupy spaces between fibers; combination of collagen and elastic fibers provide the skin strength, extensibility, elasticity