Adaptive variation tends to emerge clinally along environmental gradients or discretely among habitats with limited connectivity. However, in Atlantic killifish (Fundulus heteroclitus), a population genetic discontinuity appears in the absence of obvious barriers to gene flow along parallel salinity clines and coincides with a physiologically stressful salinity. We show that populations resident on either side of this discontinuity differ in their abilities to compensate for osmotic shock and illustrate the physiological and functional genomic basis of population variation in hypoosmotic tolerance. A population native to a freshwater habitat, upstream of the genetic discontinuity, exhibits tolerance to extreme hypoosmotic challenge, whereas populations native to brackish or marine habitats downstream of the discontinuity lose osmotic homeostasis more severely and take longer to recover. Comparative transcriptomics reveals a core transcriptional response associated with acute and acclimatory responses to hypoosmotic shock and posits unique mechanisms that enable extreme osmotic tolerance. Of the genes that vary in expression among populations, those that are putatively involved in physiological acclimation are more likely to exhibit nonneutral patterns of divergence between freshwater and brackish populations. It is not the well-known effectors of osmotic acclimation, but rather the lesser-known immediateearly responses, that appear important in contributing to population differences.adaptive acclimation | ecological genomics | microarray A tlantic killifish (Fundulus heteroclitus) occupy an extremely wide osmotic niche from freshwater to marine, and populations are distributed along steep salinity gradients in Atlantic coast estuaries. In the Chesapeake Bay, salinity gradients are distributed across hundreds of kilometers, although no obvious barriers to gene flow exist across this continuum of osmotic habitats. Because salinity is arguably the most important single physical environmental variable that delimits aquatic species distributions in nature (including Fundulus species; ref. 1), we exploit F. heteroclitus distributed along Chesapeake Bay salinity gradients as a model to discover genes and pathways that enable extreme physiological plasticity and to explore the physiological and functional genomic basis of adaptive microevolution in alternative osmotic environments.Results and Discussion Population Genetic Divergence. We characterized the genetic structure of killifish distributed along two parallel salinity gradients in Chesapeake Bay: one along the Potomac River and the other along the James River (Fig. 1A). Steep clines in allele frequency for both mitochondrial and nuclear markers were centered at nearly identical salinities along the parallel gradients (Fig. 1B). Genotype frequency clines bounded the tidal freshwater transition region (<0.5 ppt) of both rivers, where sites upstream are freshwater year-round according to 20 y of data logged from fixed monitoring stations (www.chesapeakebay.net/ data_...