Sea ice is a major driver of biological activity in the Southern Ocean. Its cycle of growth and decay determines life history traits; food web interactions; and populations of many small, ice-associated organisms. The regional ocean modelling system (ROMS) for sea ice in the western Ross Sea has highlighted two modes of sea ice duration: fast-melting years when water temperature warms quickly in early spring and sea ice melts out in mid-November, and slow-melting years when water temperature remains below 0 °C and sea ice persists through most of December. Ice-associated and pelagic biota in Terra Nova Bay, Ross Sea, were studied intensively over a 3-week period in November 1997 as part of the PIPEX (Pack-Ice Plankton Experiment) campaign. The sea ice environment in November 1997 exhibited features of a slow-melting year, and the ice cover measured 0.65 m in late November. Phytoplankton abundance and diversity increased in the second half of November, concomitant with warming air and water temperatures, melting sea ice and progressive deepening of a still weak pycnocline. Water column phytoplankton was dominated by planktonic species, both in abundance and diversity, although there was also some input from benthic species. Pelagic zooplankton were typical of a nearshore Antarctic system, with the cyclopoid copepod Oithona similis representing at least 90% of total abundance. There was an increase in numbers coinciding with the period of ice thinning. Conversely, ice-associated species such as the calanoid copepods Stephos longipes and Paralabidocera antarctica decreased over time and were found in low numbers once the water temperatures increased. Stratified sampling under the sea ice, to 20 m, revealed that P. antarctica was mainly found in close association with the under-ice surface, while S. longipes, O. similis, and the calanoid copepod Metridia gerlachei were dispersed more evenly.