The opisthoproctid fish Macropinna microstoma occupies lower mesopelagic depths in Monterey Bay and elsewhere in the subarctic and temperate North Pacific. Like several other species in the family, Macropinna has upward-directed tubular eyes and a tiny, terminal mouth. This arrangement is such that in their upright position, the visual field of these highly specialized eyes does not include the mouth, which makes it difficult to understand how feeding takes place. In situ observations and laboratory studies reveal that the eyes of Macropinna can change position from dorsally-directed to rostrally-directed, which resolves the apparent paradox. The eyes are contained within a transparent shield that covers the top of the head and may provide protection for the eyes from the tentacles of cnidarians, one of the apparent sources of the food of Macropinna.