Rainbowfish, Melanotaenia splendida, are a common freshwater species in tropical regions of the world. They are members of the Atheriniformes (Atherinomorpha), the silverside fishes, which are known for some unusual feeding behaviors. Their close relatives, the Cypriniformes, such as mollies, guppies, and mosquitofish, are well studied and exhibit innovative morphologies associated with feeding. The third member of the Atherinomorphs, the Beloniformes, contains the recognizably odd needlefish, halfbeaks, and flying fishes. As a group, it is fair to say that the Atherinomorpha contain some pretty unusual fishes. The purpose of this project was to gain a further understanding of the unique feeding kinematics of Atheriniform fishes using the rainbowfish as an exemplar species. Feeding kinematics were quantified using high speed video recording unrestrained feeding events. Three feeding events from five individuals were analyzed frame by frame, from the time of the mouth opening to mouth closing. The X,Y coordinates of seven specific points were used to calculate the following kinematic variables: cranial elevation, gape distance, premaxillary protrusion, and hyoid depression. The contribution of cranial elevation to the strike was inconsistent. At times the fish raised the head as they expanded the mouth for prey capture, and at other times they did not. Cranial elevation is theoretically important for expanding the head during suction prey capture. Hyoid depression was more consistent, and clearly contributed to expansion of the head elements. Premaxillary protrusion contributed strongly to the event, and the jaws are closed with the premaxilla still protruded, facilitating a ‘nipping’ style jaw closure. A nipping style of prey capture is much like the Cyprinodontiforms, however, in rainbowfish, the event was quicker, and appeared to rely heavily on suction. We used both cleared and stained specimens and CT scans to investigate the underlying morphology of rainbowfish. These images revealed nearly microscopic teeth on the exterior of the jaws, and other features associated with feeding on highly elusive prey (i.e. prey that are mobile and likely to be able to escape predation). Further examination revealed a surprisingly well developed set of pharyngeal jaws, secondary to the oral jaws. The structure of the pharyngeal jaws suggested that most of the prey processing occurred within the pharynx.