Abstract Background The rupture of carotid atherosclerotic plaque is one of the major causes of ischemic stroke, and largely determined by the composition of the plaque. To date, most studies on carotid plaque composition focused on individual plaque components, whilst the interplay between different components within the same plaque may be a critical driving force for plaque evolution and rupture. Objectives To determine the interplay between carotid plaque components over time and describe the dynamics of plaque composition with a specific focus on age- and sex-specific changes in a population-based setting. Methods From a population-based cohort in Netherlands, 802 participants (mean age ± SD 68 ± 8 years, 43% women) with subclinical carotid atherosclerosis underwent repeat magnetic resonance imaging (MRI) of carotid plaque (first scan between 2007 and 2012, second scan between 2014 to 2017). We evaluated carotid plaque composition, including calcification, lipid-rich necrotic core (LRNC) and intraplaque hemorrhage (IPH). To assess the relationship between the incidence of one specific component and baseline plaque composition, plaques with this specific component present at the baseline were excluded. Generalized estimation equation models were used with adjustments for baseline plaque size and cardiovascular risk factors. We demonstrated the evolution of plaque composition along age and by sex. Results Baseline presence of calcification in carotid plaque is independently associated with a higher incidence of IPH (adjusted odds ratio: 2.25; 95% confidence interval: 1.40 to 3.63). No associations were found between baseline plaque composition and the new onset of calcification or LRNC. The proportion of complex plaques with multiple components significantly increased at follow-up (Figure 1a). The plaque composition dramatically evolved over time and the proportion of plaques with two or more components started with 10% around 55 years and increased to over 50% after 70 years of age (Figure 1b). Although the age distribution was comparable between men and women, men were more likely to have and develop plaques with multiple vulnerable plaque components such as IPH (Figure 2). Conclusions A higher incidence of IPH was found in plaques with baseline calcification. The pre-existing plaque composition strongly determines how the plaque will evolve over time. Given the interplay between individual components, the overall plaque composition exhibits significant age- and sex- specific characteristics.