Specimens of Trematomus bernacchii, Pagothenia borchgrevinki, and Trematomus newnesi were collected by hook and line near the Delbridge Islands in McMurdo Sound (77°40′S 166°25′E ) from October through December, 2011 and September through December, 2012. Once collected, fish were transported back to McMurdo Station in aerated coolers where they were acclimated for one week in a flow-through aquarium (2400-L) in ambient seawater (-1.5°C and ~430µatm CO2). After the initial acclimation period, fish were randomly placed into one of four flow-through experimental treatment tanks (1240-L each) in order to assess the response to increased temperature (4°C), increased pCO2 (1000µatm) or a combination of increased temperature and increased pCO2. The treatment tanks consisted of a tank held at ambient conditions (control treatment; -1°C and 430µatm), a low temperature + high pCO2 tank (-1°C and 1000µatm), a high temperature + low pCO2 tank (4°C and 430µatm), and a high temperature + high pCO2 tank (4°C and 1000µatm). Trematomus bernacchii, Pagothenia borchgrevinki were sampled after t= 7, 28, and 56 days of acclimation to the experimental conditions. Trematomus newnesi were sampled after t= 7, 28, and 42 days of acclimation. Four biological replicates from each treatment and time point were selected for cluster generation using the Illumina® TruSeq RNA Sample Prep v2 Hs Protocol and sequencing via an Illumina® HiSeq 2500 Rapid Run initialized for both paired-end 150bp reads and single-end 100bp reads.