Virulence and pathogenesis of the baculovirus Autographa californica M nucleopolyhedrosis virus were quantified in penultimate instar Pseudoplusia includens (soybean looper) larvae using a recombinant encoding the lacZ reporter gene (AcMNPV-hsp70/lacZ). Larvae inoculated orally with AcMNPV-hsp70/lacZ occlusion bodies (OB) or intrahemocoelically with budded virus (BV) were susceptible to fatal infection (LD50=40.8 OB; 13.8 BV plaque forming units). Pseudoplusia includens displayed increased developmental resistance as larvae were orally inoculated with OB at later times during the penultimate instar. The optical brightener M2R, an inhibitor of the apoptotic processes that drive developmental resistance, did not significantly affect the virulence of AcMNPV-hsp70/lacZ OB. To study pathogenesis, newly molted penultimate instar P. includens were orally inoculated with 60 OB and examined from 0.5 to 96h post inoculation (h.p.i). Infection in the midgut was first detected at 4h.p.i in 32% of the larvae and was apparent in cells of the tracheal system at 8h.p.i. LacZ-positive (LacZ+) hemocytes were first observed 2h later. At 18h.p.i, a low proportion of the hemocytes were LacZ+ (5.6%). However, flow cytometry analysis of cell surface expression of the viral protein GP64 showed that 84.5% of the hemocytes collected at 18h.p.i were infected with AcMNPV, suggesting that flow cytometry may be a more sensitive method for identifying AcMNPV-infected cells. Because P. includens display no physiological barriers to AcMNPV OB and is permissive to fatal infection, this species could be controlled in organic cropping systems using naturally occurring strains of AcMNPV.