Time-lapse video microscopy, fluorescence microscopy, and electron microscopy provide complementary perspectives on the genesis and movements of the serosa, amnion, and yolk cells of the Indian meal moth,Plodia interpunctellaHübner (Lepidoptera: Pyralidae). Prospective serosal cells undergo a nuclear division, round up and detach from the adjoining cells of the germ band. They reattach only to other serosal cells, creating a free migrating edge at the boundary between the germ band and the serosa. The serosa engages in epiboly, spreads to enclose the embryo, attaches to the vitelline envelope, and secretes materials onto the vitelline envelope on the inner side of the egg shell. The amnion derives from the dorsal edge of the germ band; at this time the germ band is a cell sheet composed of columnar cells (palisade-type). Amniotic cells change briefly into spindle-shaped, motile cells that dissociate from the germ band. They cross the dorsal rim of the germ band, then flatten and form an epithelium. The amnion engages in epiboly and spreads across most of the embryo, starting approximately 1h after the serosa does. A lamina is secreted between the amnion and the embryo. By mid-embryogenesis, the amnion reaches over the dorsal region, including some yolk cells. The lamina and amnion loosen from the embryo during blastokinesis, the stage after germ band shortening. The yolk endoplasm partitions into yolk cells between 1 to 2h after other cells appear. Yolk cells are highly motile during early embryogenesis, then gradually slow and engage in cell shape changes without locomotion. They tend to flatten and ruffle during blastokinesis. By the end of blastokinesis, they form stable membrane contacts, creating a cell sheet. These large cells exhibit fountanoid and centripetal flows when they are motile.