A simple system of shadow cinematography, consisting of a small tungsten halogen lamp, 2 large biconvex lenses and a 16 mm camera, is described for recording the swimming and feeding behaviour of larval fish. The system can be used either with infra-red film to record swimming behaviour independently of ambient light intensity, or with high-resolution film to record food organisms and feeding behaviour. Small plankton organisms of 0.2 mm width can be resolved using high-resolution film. The technique has been used to record the behaviour of plaice larvae (Pleuronectes platessa L.) feeding on the nauplii of Artemia salina L. The perceptive field of the larvae extends to approximately ±60° in azimuth, ±40° in elevation and 1.5 body lengths in range.