17Natural cycles in the seawater partial pressure of carbon dioxide (CO2) in the Gulf of Maine, 18 which vary from ~250-550 µatm seasonally, provide an opportunity to observe how the life cycle 19 and phenology of the shelled pteropod Limacina retroversa responds to changing food, 20 temperature and carbonate chemistry conditions. Distributional, hydrographic, and physiological 21 sampling suggest that pteropod populations are located in the upper portion of the water column 22 (0-150 m) with a maximum abundance above 50 m, allowing them to generally avoid aragonite 23 undersaturation. Gene expression and shell condition measurements show, however, that the 24 population already experiences biomineralization stress in the winter months even when 25 aragonite is slightly oversaturated, reinforcing the usefulness of this organism as a bio-indicator 26 for pelagic ecosystem response to ocean acidification. There appear to be two reproductive 27 events per year with one pulse timed to coincide with the spring bloom, the period with highest 28 respiration rate, fluorescence, and pH, and a second more extended pulse in the late summer and 29 fall. During the fall there is evidence of lipid storage for overwintering, allowing the second 30 generation to survive the period of low food and aragonite saturation state. Based on these 31 observations we predict that in the future pteropods will likely be most vulnerable to changing 32 CO2 regionally during the fall reproductive event when CO2 concentration already naturally rises 33 and there is the added stress of generating lipid stores. 34 73 patchy high abundances of small individuals appearing in the fall that persisted through the 74 spring. Redfield noted a correlation between the seasonal progression of the location of L. 75 retroversa patches and major surface currents, and based on the bimodal and non-linear growth 76 of their size frequency distributions he suggested that the population is maintained by pulses of 77 lateral advection from an open ocean source. The species has been reported to feed on detritus, 78 diatoms and dinoflagellates (Lalli & Gilmer, 1989; Morton, 1954) with the capacity to ingest 79 large quantities of phytoplankton (~4000 ng of chl a pigment individual -1 day -1 , Bernard & 80 Froneman, 2009). Limacina retroversa is eaten by a variety of fish (Bigelow, 1924; Lebour, 81 1932; Suca et al., 2018) and can become such a prevalent component of the diet of mackerel and 82herring that they can act as a vector for toxins and non-palatable compounds, negatively 83 affecting fisheries (Ackman et al., 1972;Foster et al., 2012;White, 1977). They also appear to 84 play a role in modifying the alkalinity budget and carbonate chemistry in deep basins in the Gulf 85 of Maine (Wang et al., 2017b). 86 The local ecological importance of L. retroversa, its natural seasonal exposure to strong variation 87 in CO2 levels, and the fact that it is widely distributed in temperate portions of the Atlantic open 88 ocean position the species as a valuable mod...