In this first Von Karman Lecture of the twenty first century, a subject is addressed whose foundations were significantly influenced by the work of Theodore Von Karman. A classic paper by Von Karman and Sears first considered the determination of aerodynamic forces on an airfoil undergoing general time dependent motion. Also, early in his career Dr. Von Karman investigated fundamental issues in structural mechanics and derived the celebrated Von Karman plate equations for determining the large (non-linear) deflections of an elastic plate under a distributed force. And finally he authored a widely cited paper on the importance of nonlinearities for engineers and engineering. In this lecture, these themes are recalled and the current state-of-the-art in nonlinear aeroelasticity and unsteady aerodynamics is discussed. Several of the most significant nonlinearities arising in a structure or an aerodynamic flow field are identified. Recent and relevant theoretical and experimental studies are reviewed and future developments are projected that are expected to have a significant impact on our ability to understand and beneficially use nonlinear dynamic aeroelastic behavior. © 2002 American Institute of Aeronautics & Astronautics.