The origins of present day benthic marine faunas from both the Magellan and Antarctic provinces may lie as far back as the Early Cretaceous (approx. 130 Ma). This was the time of the first significant marine incursion across the Gondwana supercontinent and isolation of a high-latitude group of continents. It was also the probable time of formation of the temperate, Pacific-margin Weddellian Province, which extended from Patagonia, through Antarctica and New Zealand, to south-eastern Australia. Both palaeontological and phylogenetic evidence suggest that a number of living taxa (i.e. genera and families) from both provinces can be traced back to the Late Cretaceous-earliest Cenozoic interval. At this time there was no discernible gradient in taxonomic diversity from either southernmost South America or Australasia into Antarctica. The long, essentially temperate, Eocene epoch was followed by a period of major change during the ensuing Oligocene. At some time during this interval the Antarctic circum-polar current was fully formed and this led to a vicariant event between the Magellan and Antarctic faunas. However, it is important to stress that the intensification of circumpolar circulation also promoted at least some dispersal between various Subantarctic and Antarctic sites. In all probability, it was as late as the late Miocene (some 10-12 m.y. ago) before an intense pattern of thermal zonation (in both horizontal and vertical senses) was established in the world ocean. This may be the true time of full differentiation between the Magellan and Antarctic provinces. Although certain major groups, such as the bivalve molluscs and decapod crustaceans, have obviously declined within Antarctic regions through time, others, such as the bryozoans, echinoderms, amphipods and isopods appear to have flourished. The key to evolutionary success in cold polar waters may be not so much resistance to low temperatures, but the ability to exploit novel habitats and trophic regimes. Rates of speciation are not necessarily lower in cold, polar waters, or rates of extinction higher. The Antarctic fossil record suggests that there is no simple relationship between the onset of glaciation and the extinction of certain key bivalve and decapod groups.