It is shown that Bretherton's view of baroclinic instability as the interaction of two counter-propagating Rossby waves (CRWs) can be extended to a general zonal flow and to a general dynamical system based on material conservation of potential vorticity (PV). The two CRWs have zero tilt with both altitude and latitude and are constructed from a pair of growing and decaying normal modes. One CRW has generally large amplitude in regions of positive meridional PV gradient and propagates westwards relative to the flow in such regions. Conversely, the other CRW has large amplitude in regions of negative PV gradient and propagates eastward relative to the zonal flow there. Two methods of construction are described. In the first, more heuristic, method a ‘home-base’ is chosen for each CRW and the other CRW is defined to have zero PV there. Consideration of the PV equation at the two home-bases gives ‘CRW equations’ quantifying the evolution of the amplitudes and phases of both CRWs. They involve only three coefficients describing the mutual interaction of the waves and their self-propagation speeds. These coefficients relate to PV anomalies formed by meridional fluid displacements and the wind induced by these anomalies at the home-bases. In the second method, the CRWs are defined by orthogonality constraints with respect to wave activity and energy growth, avoiding the subjective choice of home-bases. Using these constraints, the same form of CRW equations are obtained from global integrals of the PV equation, but the three coefficients are global integrals that are not so readily described by ‘PV-thinking’ arguments. Each CRW could not continue to exist alone, but together they can describe the time development of any flow whose initial conditions can be described by the pair of growing and decaying normal modes, including the possibility of a super-modal growth rate for a short period. A phase-locking configuration (and normal-mode growth) is possible only if the PV gradient takes opposite signs and the mean zonal wind and the PV gradient are positively correlated in the two distinct regions where the wave activity of each CRW is concentrated. These are easily interpreted local versions of the integral conditions for instability given by Charney and Stern and by Fjørtoft
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