Understanding the causes of savanna–forest dynamics is vital as small but widespread changes in the extent of tropical forests can have major impacts on global climate, biodiversity and human well-being. Comparison of aerial photographs for 50 rain-forest patches in Kakadu National Park had previously revealed a landscape-wide monotonic expansion of rain-forest boundaries between 1964 and 2004. Here floristic, structural, environmental and disturbance attributes of the changes were investigated by sampling 588 plots across 30 rain-forest patches. Areas that had changed from savanna to rain forest were associated with a significantly higher abundance of rain-forest trees and less grasses, relative to stable savanna areas. Ordination analyses showed that overall floristic composition was not significantly different between newly established rain forest and longer established rain forest. Generalized linear models also indicated that contemporary levels of disturbance (fire and feral animal impact) and environmental variables (slope and soil texture) were poor predictors of historical vegetation change. We concluded that (1) the rain-forest boundaries are highly dynamic at the decadal scale; (2) rain-forest expansion is consistent with having been driven by global environmental change phenomena such as increases in rainfall and atmospheric CO2; and (3) expansion will continue if current climatic trends and management conditions persist.