The soil contains a wide variety of habitats and ecological niches. Most soils are teeming with life, often containing as many as 100 million bacteria, 10 million actinomycetes, 100 thousand fungi, ten thousand algae and protozoa, and 100 nematodes per gram. Actinomycetes are gram-positive, filamentous bacteria that have a high G+C base composition and have a superficial resemblance to fungi. They are often separated from bacteria in discussions of soil microbiology because of their abundance and importance in soil. The video starts with an animation comparing the soil food chain to life in a lake, where small fish are consumed by larger fish. During this cycling, nutrients are released. A wide variety of soil organisms are then briefly described including mites, springtails, nematodes, rotifers, Vorticella, algae, nematode-trapping fungi, soil fungi, actinomycetes, Azotobacter, and mycorrhizae (ecto and endo). The video ends by talking about microbial interactions, producing organisms, consuming organisms, and the total picture. A variety of techniques were used to grow the organisms in the video. The most common method of microbe culture was use of cornmeal extract plates as described by Loynachan (2). Magnification is critically important to relate to size differences (and is imposed on the visuals). Complexity is indicated by showing a wide diversity of organisms. A downloadable, high-resolution version of this movie in RealMedia format is available at http://www.agron.iastate.edu/~loynachan/mov/.