Climate changes will influence soil organisms both directly (warming) and indirectly (warming and elevated CO2) via changes in quantity and quality of plant-mediated soil C inputs. Elevated atmospheric CO2 commonly stimulates flow of organic C into the soil system, increases root production and exudation, but decreases litter quality. There is little evidence that atmospheric CO2 enrichment will increase total soil organic matter content because greater C flow into soil stimulates the soil food web, often leading to equivalent increases in soil CO2 efflux. Effects of warming on C allocation belowground, on the other hand, will depend largely on the temperature optima of different plant species. Warming is likely to increase the rate of soil organic matter decomposition by stimulating soil heterotrophic respiration, although some degree of acclimatization to warming is likely. Mycorrhizal and N2-fixing relationships are generally enhanced by CO2 enrichment, but effects of warming are highly variable. Data suggest that energy flow through fungal pathways may be enhanced relative to bacterial pathways by both warming and atmospheric CO2 enrichment. Whether the shift toward fungal domination of soils will increase soilborne fungal disease occurrence in the future is still an open question. Plant heat and drought tolerance, along with resistance to pathogens in warmer and wetter soils, may be achieved, to some unknown extent, by exploitation and management of beneficial soil organisms. Further study is needed to develop a more holistic understanding of the effects of climate change on belowground processes.