Part of a series examining how operating systems really work, this text looks at 386BSD. 386BSD is a system which is similar to LINUX, but which took the opposite approach in its construction: slow, careful building by a master architect. 386BSD was based on UNIX, but integrates ideas from Windows NT, Mach, Sun's Solaris, and OS/2. This work looks at the source code from the system and describes the process of its construction.