We review the variety of morphological, physiological and behavioral modifications that annelids have acquired to cope with environments either unsuitable for, or on the limits of, survival for most animals. We focus on polychaetes (excluding sipunculans and echiurans) and clitellates (oligochaetes and leeches) and source information mostly from the primary literature. We identified many modifications common to both polychaetes and clitellates, and others that are specific to one or the other group. For example, certain land-adapted polychaetes show reduction in nuchal organs, epidermal ciliation and receptor cells, and other coastal polychaetes use adhesive glands and glue-reinforced tubes to maintain position in surf zones, while oligochaetes, with their simple body plans, appear to be ‘pre-adapted’ to life underground. Modifications common to both groups include the ability to construct protective cocoons, make cryoprotective substances such as antifreeze and heat shock proteins, develop gills, transform their bodies into a home for symbiotic chemoautotrophic bacteria, metabolize contaminants, and display avoidance behaviors. Convergent evolution in both directions has enabled annelids to transition from salt water to freshwater, sea to land via beaches, freshwater to soil, and surface water to subterranean water. A superficially simple worm-like body and a mostly benthic/burrowing lifestyle has facilitated radiation into every conceivable environment, making annelids among the most common and diverse animal groups on the planet.