This study describes the application of a noninvasive direct microscopic observation method for characterizing fouling of a forward osmosis (FO) membrane. The effect of the draw solution concentration, membrane orientation, and feed spacer on FO fouling was systematically investigated in a cross-flow setup using latex particles as model foulant in the feedwater. Higher draw solution (DS) concentrations (and thus increased flux levels) resulted in dramatic increase in the surface coverage by latex particles, suggesting that the critical flux concept might be applicable even for the osmotically driven FO process. Under identical draw solution concentrations, the active-layer-facing-the-feed-solution orientation (AL-FS) experienced significantly less fouling compared to the alternative orientation. This may be explained by the lower water flux in AL-FS, which is consistent with the critical flux concept. The use of a feed spacer not only dramatically enhanced the initial flux of the FO membrane, but also significantly improved the flux stability during FO fouling. Despite such beneficial effects of using the feed spacer, a significant amount of particle accumulation was found near the spacer filament, suggesting further opportunities for improved spacer design. To the best of the authors' knowledge, this is the first direct microscopic observation study on FO fouling.