Invasive Asian carps Hypophthalmichthys spp. are an ecological threat to non-native aquatic ecosystems throughout the world, and are poised to enter the Laurentian Great Lakes. Little is known about how these filter-feeding planktivores grow and impact zooplankton communities in mesotrophic to oligotrophic systems like the Great Lakes. Our purpose was to determine how different plankton densities affect bighead carp H. nobilis biomass and how bighead carp affect zooplankton species composition. We conducted a 37-day indoor mesocosm experiment (volume = 678 l) with high and low plankton treatments (zooplankton dry mass & 1,900 and 700 lg l -1 ; chlorophyll a = 25 and 14 lg l -1 , respectively) in the presence and absence of juvenile bighead carp (mean = 5.0 g, 8.5 cm). Carp lost weight in the low plankton treatment and gained weight in the high plankton treatment, suggesting that food availability may be a limiting factor to bighead carp growth in regions of low plankton densities. In the presence of carp, zooplankton shifted from Daphnia to copepod dominance, while in the absence of carp, Daphnia remained dominant. Chydorids and ostracods increased in the presence of carp, but only in the low plankton treatment, suggesting that the impact of bighead carp on zooplankton species composition may vary with zooplankton density. Chlorophyll was higher in the absence of carp than in the presence. Chlorophyll and zooplankton densities in many Great Lakes ecosystems are substantially lower than our low treatment conditions, and thus our results suggest that Asian carp establishment in these regions may be unlikely.