Steels with compositions that are hot rolled and cooled to exhibit high strength and good toughness often require a bainitic microstructure. This is especially true for plate steels for linepipe applications where strengths in excess of 690 MPa (100 ksi) are needed in thicknesses between approximately 6 and 30 mm. To ensure adequate strength and toughness, the steels should have adequate hardenability (C. E. >0.50 and Pcm >0.20), and are thermomechanically controlled processed, i.e., controlled rolled, followed by interrupted direct quenching to below the Bs temperature of the pancaked austenite. Bainite formed in this way can be defined as a polyphase mixture comprised a matrix phase of bainitic ferrite plus a higher carbon second phase or micro-constituent which can be martensite, retained austenite, or cementite, depending on circumstances. This second feature is predominately martensite in IDQ steels. Unlike pearlite, where the ferrite and cementite form cooperatively at the same moving interface, the bainitic ferrite and MA form in sequence with falling temperature below the Bs temperature or with increasing isothermal holding time. Several studies have found that the mechanical properties may vary strongly for different types of bainite, i.e., different forms of bainitic ferrite and/or MA. Thermomechanical controlled processing (TMCP) has been shown to be an important way to control the microstructure and mechanical properties in low carbon, high strength steel. This is especially true in the case of bainite formation, where the complexity of the austenite-bainite transformation makes its control through disciplined processing especially important. In this study, a low carbon, high manganese steel containing niobium was investigated to better understand the effects of austenite conditioning and cooling rates on the bainitic phase transformation, i.e., the formation of bainitic ferrite plus MA. Specimens were compared after transformation from recrystallized, equiaxed austenite to deformed, pancaked austenite, which were followed by seven different cooling rates ranging between 0.5 K/s (0.5 °C/s) and 40 K/s (40 °C/s). The CCT curves showed that the transformation behaviors and temperatures varied with starting austenite microstructure and cooling rate, resulting in different final microstructures. The EBSD results and the thermodynamics and kinetics analyses show that in low carbon bainite, the nucleation rate is the key factor that affects the bainitic ferrite morphology, size, and orientation. However, the growth of bainite is also quite important since the bainitic ferrite laths apparently can coalesce or coarsen into larger units with slower cooling rates or longer isothermal holding time, causing a deterioration in toughness. This paper reviews the formation of bainite in this steel and describes and rationalizes the final microstructures observed, both in terms of not only formation but also for the expected influence on mechanical properties.