When a temporally fluctuating background is rapidly modulated (e.g. 30 Hz), the threshold variation of a superimposed flash (the probe) is approximately sinusoidal and in phase with the stimulus. But, with low rates of sinusoidal modulation (e.g. 1 Hz), the threshold variation is distinctly nonsinusoidal in shape. The bases of these aspects of the data, as well as an unmodulated, dc, threshold elevation, are poorly understood. Here 30-Hz and 1-Hz conditions are simulated using a new model of light adaptation (Wilson, 1997). By assuming that the OFF pathway is twice as sensitive as the ON pathway, the model correctly captured the key aspects of both conditions. The results suggest that the 1-Hz data are mediated by a mixture of ON and OFF pathways while the 30-Hz data are largely mediated by the OFF pathway. The probe thresholds on the 30-Hz background appear approximately sinusoidal and approximately in phase with the background stimulus. A number of factors contribute to this deceptively simple observation.