We will see two examples of unlogged maple-basswood-red oak forest--Wood-Rill Natural Area (150 acres) and Taylor’s Woods (80 acres) in the western suburbs of Minneapolis. These two forests contain stands in a variety of developmental stages with some trees up to 350 years old, a history of fire disturbance extending into the early 1900s and continuing disturbance by wind. We will discuss research on: (1) deer overabundance and earthworm invasion impacts on soils, plant species richness and tree seedling recruitment (2) stand dynamics and development of multi-aged forests; (3) issues related to fragmentation and maintaining old-growth remnants once they are surrounded by the suburbs.