The spring bloom in seasonally stratiWed seas is often characterized by a rapid increase in photosynthetic biomass. To clarify how the combined eVects of nutrient and light availability inXuence phytoplankton composition in the oligotrophic Gulf of Aqaba, Red Sea, phytoplankton growth and acclimation responses to various nutrient and light regimes were recorded in three independent bioassays and during a naturally-occurring bloom. We show that picoeukaryotes and Synechococcus maintained a "bloomer" growth strategy, which allowed them to grow quickly when nutrient and light limitation were reversed. During the bloom picoeukaryotes and Synechococcus appeared to have higher P requirements relative to N, and were responsible for the majority of photosynthetic biomass accumulation. Following stratiWcation events, populations limited by light showed rapid photoacclimation (based on analysis of cellular Xuorescence levels and photosystem II photosynthetic eYciency) and community composition shifts without substantial changes in photosynthetic biomass. The traditional interpretation of "bloom" dynamics (i.e., as an increase in photosynthetic biomass) may therefore be conWned to the upper euphotic zone where light is not limiting, while other acclimation processes are more ecologically relevant at depth. Characterizing acclimation processes and growth strategies is important if we are to clarify mechanisms that underlie productivity in oligotrophic regions, which account for approximately half of the global primary production in the ocean. This information is also important for predicting how phytoplankton may respond to global warming-induced oligotrophic ocean expansion.