A set of model simulations are used to determine the principal forcing mechanisms that resulted in anomalously cold water in the South Atlantic Bight (SAB) in the summer of 2003. Updated mass field and elevation boundary conditions from basin-scale Hybrid Coordinate Ocean Model (HYCOM) simulations are compared to climatological forcing to provide offshore and upstream influences in a one-way nesting sense. Model skill is evaluated by comparing model results with observations of velocity, water level, and surface and bottom temperature. Inclusion of realistic atmospheric forcing, river discharge, and improved model dynamics produced good skill on the inner shelf and midshelf. The intrusion of cold water onto the shelf occurred predominantly along the shelf-break associated with onshore flow in the southern part of the domain north of Cape Canaveral (29° to 31.5°). The atmospheric forcing (anomalously strong and persistent upwelling-favorable winds) was the principal mechanism driving the cold event. Elevated river discharge increased the level of stratification across the inner shelf and midshelf and contributed to additional input of cold water into the shelf. The resulting pool of anomalously cold water constituted more than 50% of the water on the shelf in late July and early August. The excess nutrient flux onto the shelf associated with the upwelling was approximated using published nitrate-temperature proxies, suggesting increased primary production during the summer over most of the SAB shelf