Abstract.Five pockets of open cells (POCs) are studied using aircraft flights from the VOCALS Regional Experiment (VOCALS-REx), conducted in October and November 2008 over the southeast Pacific Ocean. Satellite imagery from the geostationary satellite GOES-10 is used to distinguish POC areas, and measurements from the aircraft flights are used to compare aerosol, cloud, precipitation, and boundary layer conditions inside and outside of POCs. Conditions observed across individual POC cases are also compared.POCs are observed in boundary layers with a wide range of inversion heights (1250 to 1600 m) and surface wind speeds (5 to 11 m s −1 ) and show no remarkable difference from the observed surface and free-tropospheric conditions during the two months of the field campaign. In all cases, compared to the surrounding overcast region the POC boundary layer is more decoupled, supporting both thin stratiform and deeper cumulus clouds. Although cloud-base precipitation rates are higher in the POC than the overcast region in each case, a threshold precipitation rate that differentiates POC precipitation from overcast precipitation does not exist. Mean cloud-base precipitation rates in POCs can range from 1.7 to 5.8 mm d −1 across different POC cases. The occurrence of heavy drizzle (> 0 dBZ) lower in the boundary layer better differentiates POC precipitation from overcast precipitation, likely leading to the more active cold pool formation in POCs. Cloud droplet number concentration is at least a factor of 8 smaller in the POC clouds, and the ratio of drizzle water to cloud water in POC clouds is over an order of magnitude larger than that in overcast clouds, indicating an enhancement of collision-coalescence processes in POC clouds.Despite large variations in the accumulation-mode aerosol concentrations observed in the surrounding overcast region (65 to 324 cm −3 ), the accumulation-mode aerosol concentrations observed in the subcloud layer of all five POCs exhibit a much narrower range (24 to 40 cm −3 ), and cloud droplet concentrations within the cumulus updrafts originating in this layer reflect this limited variability. Above the POC subcloud layer exists an ultraclean layer with accumulationmode aerosol concentrations < 5 cm −3 , demonstrating that in-cloud collision-coalescence processes efficiently remove aerosols. The existence of the ultraclean layer also suggests that the major source of accumulation-mode aerosols, and hence of cloud condensation nuclei in POCs, is the ocean surface, while entrainment of free-tropospheric aerosols is weak. The measurements also suggest that at approximately 30 cm −3 a balance of surface source and coalescence scavenging sinks of accumulation-mode aerosols maintain the narrow range of observed subcloud aerosol concentrations.