Antarctica is a continental island and the waters of its shelf and upper slope are an insular evolutionary site. The shelf waters resemble a closed basin in the Southern Ocean, separated from other continents by distance, current patterns and subzero temperatures. The benthic fish fauna of the shelf and upper slope of the Antarctic Region includes 213 species with higher taxonomic diversity confined to 18 families. Ninety-six notothenioids, 67 liparids and 23 zoarcids comprise 45%, 32% and 11% of the fauna, a combined total of 88%. In high latitude (71–78°S) shelf areas notothenioids dominate abundance and biomass at levels of 90–95%. Notothenioids are also morphologically and ecologically diverse. Although they lack a swim bladder, the hallmark of the notothenioid radiation has been repeated diversification into water column habitats. There are pelagic, semipelagic, cryopelagic and epibenthic species. Notothenioids exhibit the disproportionate speciosity and high endemism characteristic of fish species flock. Antifreeze glycopeptides originating from a transformed trypsinogen gene are a key innovation. It is not known when the modern Antarctic shelf fauna assumed its current taxonomic composition. A late Eocene fossil fauna was taxonomically diverse and cosmopolitan. There was a subsequent faunal replacement with little carryover of families into the modern fauna. Basal notothenioid clades probably diverged in Gondwanan shelf locations during the early Tertiary. Dates inferred from molecular sequences suggest that phyletically derived Antarctic clades arose 15–5 m.y.a.