We utilize an asynchronous optical sampling technique to study the gain dynamics of vertical-external-cavity-surface-emitting lasers (VECSELs) under mode-locked operation. This allows for an in situ characterization of the gain depletion and recovery over nanoseconds with femtosecond-scale resolution. Our method allows for a more direct study of intracavity gain dynamics than traditional pump/probe measurements. We observe a rapid depletion of the gain on the timescale of the intracavity pulse. Afterward, a rapid recovery over a few picoseconds due to intraband scattering and carrier heating takes place, followed by a long recovery attributed to the continuous supply of carriers by the pump laser.