Varying numbers of adult desert pupfish (Cyprinodon macularius) and mosquitofish (Gambusia affinis) were introduced separately into experimental habitats open to egress to determine resource requirements for each species and the relation between numbers and resources. Laboratory environments in which "voluntary" colonization was achieved, were created for both species. Results indicated that both species have the innate ability to regulate numbers in their respective populations to available resources via emigration. The number of resident fish varied directly with experimental reductions of cover. When adult mosquitofish were introduced into open tanks with established populations of adult desert pupfish in habitats containing constant resources, there was no significant change in population size for either species as compared to single species populations over a 5-day period. Adult desert pupfish and mosquitofish are able to coexist successfully in habitats open to egress for 5 days because they utilize available resources in very different ways and the number of fish that become residents do not go beyond resource limits. These data suggest that replacement of desert pupfish by mosquitofish in the American Southwest is a phenomenon that is the result of more long-term interactions between all life stages of the species and may be more likely to occur in environments of low complexity and closed to egress.