Equilibrium, stability, and confinement in currentless toroidal device is studied in the terms of the flow-fluctuation cycle. In the initial seed equilibrium provided by the limiter, Rayleigh–Taylor (RT) fluctuations grow appreciably. These fluctuations are additional source of rotational transform in two ways. First, they directly drive a poloidal flow via Reynolds stress which improves the equilibrium. Second, the flow modifies the rms level profile in such a way that the ponderomotive force due to the fluctuations impedes the free fall. Detailed linear theory of Rayleigh–Taylor fluctuations with poloidal flow is presented and criteria for flow stabilization are identified. Using the exact eigenfunction of fluctuations, an exact ordinary differential equation for poloidal flow is derived and solved using an ansatz. Finally, the relevance of this analysis to the recently proposed low to high confinement mode transition theories is discussed.