Current adaptive optics flood-illumination retina cameras operate at low frame rates, acquiring retinal images below seven Hz, which restricts their research and clinical utility. Here we investigate a novel bench top flood-illumination camera that achieves significantly higher frame rates using strobing fiber-coupled superluminescent and laser diodes in conjunction with a scientific-grade CCD. Source strength was sufficient to obviate frame averaging, even for exposures as short as 1/3 msec. Continuous frame rates of 10, 30, and 60 Hz were achieved for imaging 1.8,0.8, and 0.4 deg retinal patches, respectively. Short-burst imaging up to 500 Hz was also achieved by temporarily storing sequences of images on the CCD. High frame rates, short exposure durations (1 msec), and correction of the most significant aberrations of the eye were found necessary for individuating retinal blood cells and directly measuring cellular flow in capillaries. Cone videos of dark adapted eyes showed a surprisingly rapid fluctuation (~1 Hz) in the reflectance of single cones. As further demonstration of the value of the camera, we evaluated the tradeoff between exposure duration and image blur associated with retina motion.