[motion picture] Uses live and freshly anesthetized earthworms to point out external features, action of the muscular system, the internal organs, and the reproductive process. The five aortic arches are seen in action and the process of digestion is followed as each organ is discussed. Cross fertilization is studied through dissection of two earthworms in the mating position and reference is made to development of fertilized eggs inside the cocoons. Using cinephotomicrography and extreme close-ups the excretory and nervous systems are studied. Suggestions are made for further study using prepared slides, discovery of parasites in earthworms, and the comparison of earthworm anatomy with that of the crayfish and the frog.