Chemical defenses against consumers have been hypothesized to be common among marine macro-holoplankton, but few studies have assessed macro-holoplankton susceptibility to predators or the traits affecting palatability. We used generalist fishes to determine the palatability of fresh tissues, freeze-dried homogenates, and chemical extracts from 19 species of macro-holoplankton. Fishes rejected fresh tissues of all the cnidarians, ctenophores, and cyanobacteria we examined but consumed salp and chaetognath tissues. In contrast, fishes consumed homogenates and chemical extracts of all macro-holoplankton except for the cyanobacterium Trichodesmium sp. We examined nematocysts and low nutritional quality as mechanisms causing rejection of fresh tissues. Once nematocysts were deactivated, fishes consumed cnidarian tentacles, indicating that nematocysts served as defenses. The nutritional quality of macro-holoplankton varied almost 500-fold among species and was strongly bimodal, with most macroholoplankton species having Յ0.7 mg soluble protein ml Ϫ1 or Ն7 mg ml Ϫ1 . In laboratory assays, there was a significant positive relationship between the nutritional quality of artificial foods and their acceptability to fishes. In field assays, reef fishes avoided experimental foods that had a protein content similar to low-quality macroholoplankton but fed rapidly on higher quality foods. Furthermore, macro-holoplankton that were high in protein content possessed defensive traits that low-protein species lacked. Although fresh tissues of most macro-holoplankton were rejected by generalist fishes, we found evidence of chemical defense only in a cyanobacterium. Thus, chemical defenses were rare among macro-holoplankton, and rejection for Ͼ90% of the species we assessed was due to nematocysts or low nutritional quality.There are conflicting notions regarding the role of predation in shaping the population and community structure of pelagic marine systems. In trying to explain why so many marine invertebrates have evolved complex life cycles with long-lived planktonic larval stages, Strathmann (1985) and Wray (1995) argued that high nearshore predation had selected for larvae that develop offshore in the plankton where the risk of predation was lower. Using ecological data, Morgan (1990Morgan ( , 1997 also concluded that offshore environments