Circulatory, respiratory, and digestive motions in Manduca sexta pupae were observed using proton-density weighted and fast-imaging with steady-state free procession magnetic resonance microscopy. Proton-density weighted images clearly differentiated pupal air sacs from the hemolymph and organs because, as expected, the air sacs appeared dark in these images. Steady-state free procession imaging allowed real-time monitoring of respiration and circulation, creating movies of hemolymph circulation. Some of the movies show compression and inflation of the air sacs as well as abdominal movements consistent with previously reported ceolopulses. To our knowledge, this is the first magnetic resonance microscopy study of insect circulation and respiration and these preliminary results demonstrate the potential of magnetic resonance microscopy for studying in vivo dynamic processes in insects.