Many tissues and cell types, starting early in embryogenesis, convert retinol (vitamin A) into an active form, all-trans-retinoic acid. This article will discuss a current model of retinol and retinoic acid metabolism that integrates the various reactions which maintain retinoic acid homeostasis, and will also integrate the enzymology with the functions of cellular retinoid binding proteins. These conserved, high-affinity binding proteins enjoy widespread expression throughout all vertebrates and throughout most vertebrate tissues. The binding proteins limit access to retinol and retinoic acid to select enzymes and serve as substrates and affecters of retinoid metabolism.