Like many other fungal pathogens Metarhizium anisopliae is a facultative saprophyte with both soil-dwelling and insect pathogenic life-stages. In addition, as M. anisopliae traverses the cuticle and enters the hemolymph it must adapt to several different host environments. In this study, we used expressed sequence tags and cDNA microarray analyses to demonstrate that physiological adaptation by M. anisopliae to insect cuticle, insect hemolymph, bean root exudate (a model for life in the soil), and nutrient rich Sabouraud dextrose broth (SDB) involves different subsets of genes. Overall, expression patterns in cuticle and hemolymph clustered separately from expression patterns in root exudates and SDB, indicative of critical differences in transcriptional control during pathogenic and saprophytic growth. However, there were differences in gene expression between hemolymph and cuticle and these mostly involved perception mechanisms, carbon metabolism, proteolysis, cell surface properties, and synthesis of toxic metabolites. These differences suggest previously unsuspected stratagems of fungal pathogenicity that can be tested experimentally. Examples include the switch-off of cuticle-degrading proteases and a dramatic cell wall reorganization during growth in hemolymph.