During the strong warm El Niño (EN) that occurred in 1997/98, Independence Bay (14°S, Peru) showed a ca. 10 °C increase in surface temperatures, higher oxygen concentrations, and clearer water due to decreased phytoplankton concentrations. Under these quasi-tropical conditions, many benthic species suffered (e.g. macroalgae, portunid crabs, and polychaetes) while others benefited (e.g. scallop, sea stars, and sea urchins). The most obvious change was the strong recruitment success and subsequent proliferation of the scallop Argopecten purpuratus, whose biomass increased fiftyfold. To understand these changes, steady-state models of the bay ecosystem trophic structure were constructed and compared for a normal upwelling year (1996) and during an EN (1998), and longer-term dynamics (1996-2003) were explored based on time series of catch and biomass using Ecopath with Ecosim (EwE) software. Model inputs were based on surveys and landings data collected by the Instituto del Mar del Perú (IMARPE). Results indicate that while ecosystem size (total throughput) is reduced by 18% during EN, mainly as a result of decreased total primary production, benthic biomass remains largely unchanged despite considerable shifts in the dominant benthic taxa (e.g. scallops replace polychaetes as secondary consumers). Under normal upwelling conditions, predation by snails and crabs utilize the production of their prey almost completely, resulting in more efficient energy flow to higher trophic levels than occurs during EN. However during EN, the proliferation of the scallop A. purpuratus combined with decreased phytoplankton increased the proportion of directly utilized primary production, while exports and flows to detritus are reduced. The simulations suggest that the main cause for the scallop outburst and for the reduction in crab and macroalgae biomass was a direct temperature effect, whereas other changes are partially explained by trophic interactions. The simulations suggest that bottom-up effects largely control the system. © 2008 Elsevier Ltd. All rights reserved.