The mechanism of solid-state dendrite formation in high-aluminum Fe-Al alloys is not clear. Applying an in-situ observation technique, the real-time formation and growth of FeAl solid-state dendrites during the eutectoid decomposition of the high-temperature phase Fe5Al8 is visualized. In-situ experiments by HT-CSLM reveal that proeutectoid FeAl usually does not preferentially nucleate at grain boundaries regardless of rapid or slow cooling conditions. The critical radii for generating morphological instability are 1.2 μm and 0.9 μm for slow and rapid cooling, respectively. The morphology after both slow and rapid cooling exhibits dendrites, while there are differences in the size and critical instability radius Rc, which are attributed to the different supersaturation S and the number of protrusions l. The combination of crystallographic and thermodynamic analysis indicates that solid-state dendrites only exist on the hypoeutectoid side in high-aluminum Fe-Al alloys. A large number of lattice defects in the parent phase provides an additional driving force for nucleation, leading to coherent nucleation from the interior of the parent phase grains based on the orientation relationship {3¯30}Fe5Al8//{1¯10}FeAl, <111¯>Fe5Al8//<111¯>FeAl. The maximum release of misfit strain energy leads to the preferential growth of the primary arm of the nucleus along <111¯> {1¯10}. During the rapid cooling process, a large supersaturation is induced in the matrix, driving the Al atoms to undergo unstable uphill diffusion and causing variations in the concentration gradient as well as generating constitutional undercooling, ultimately leading to morphological instability and the growth of secondary arms.