The insecticidal Vip3 proteins from Bacillus thuringiensis (Bt), along with the classical Bt Cry proteins, are currently used in Bt-crops to control insect pests, since they do not share the same mode of action. Here we characterized the response of Spodoptera exigua larvae after Vip3 challenge. The expression profile of 47 genes was analyzed in larvae challenged with three concentrations of Vip3Ca. Results showed that the up-regulated genes were mainly involved in immune response, whereas the down-regulated genes were mainly involved in the digestion process. Other mechanisms of cellular response to the damage such as apoptosis were analyzed. For this analysis, sections from the midguts were examined by terminal deoxynucleotidyl transferase dUTP nick end labeling (TUNEL) staining. The nuclei of the midgut epithelial cells were stained at the highest concentration of the Vip3Ca protein and at lower concentrations of Vip3Aa in agreement with the different potency of the two proteins. In addition, apoptosis was also examined by the analysis of the expression of five caspase genes. The present study shows that exposure of S. exigua larvae to sublethal concentrations of Vip3 proteins activates different insect response pathways which trigger the regulation of some genes, APN shedding, and apoptotic cell death.