The Atomic Force Microscope (AFM) is one of the most remarkable scientific instruments of our time. Imaging in 3D with atomic resolution is one of the most unique features of the AFM. Unlike traditional light and scanning electron microscopes (SEMs) which create images of matter by measuring the intensity of reflected electromagnetic radiation, the sharp tip of an AFM micro-probe interacts with the sample surface enabling the AFM to create images by mechanically “feeling” the surface with its micro-probe. While the resolution of light microscopy is limited by the refraction of visible light, and SEMs on the diffraction of electron beams, the resolution of the AFM is directly related to the precision and accuracy of positioning the AFM probe relative to a sample surface. Additionally, the throughput of the AFM is limited by how fast the probe can be positioned over the specimen. Increasing the throughput of an AFM while maintaining its high accuracy amounts to a significant challenge. In this talk we report on recent efforts to develop video-rate atomic force microscopes for direct observation of dynamic processes at extremely high resolutions by combining innovative mechatronic design and high-performance control. In addition, we explain how these ideas lead a compact on-chip AFM using MEMS fabrication techniques.