The Bismarck Sea, located north of Papua New Guinea and just south of the equator, formed during the final stages of a long, complex geological development of the Melanesian Borderland, which resulted from Cenozoic convergence between the Australian and Pacific-Caroline Plates and the opening of back-arc basins. The sea, which straddles two oppositely facing trenches, the inactive Manus trench and the active New Britain trench, covers two basins, the New Guinea Basin to the west and the Manus Basin to the east. These basins are separated by the shallow Willaumez-Manus Rise, trending roughly from WNW to ESE. The origin of these major structural units and their relationship with the present-day zone of major seismicity along the Bismarck Sea Seismic Lineation remains unclear. A detailed examination of geophysical and geochemical data, combined with geologic and geodetic information from surrounding regions, attests that the Bismarck Sea went through some rather unusual events of back-arc development beginning in the middle Pliocene. Around 3.5 Ma, the northern tip of New Guinea came into contact with the Finisterre-Huon Range. The event triggered a back-arc opening that eventually divided the Bismarck seafloor into North and South Bismarck Plates. The rapid opening also caused an upwelling of anomalously hot upper mantle beneath the Bismarck Sea. A large volcanic outflow during this period may have contributed to the formation of the rise west of Manus Island. Both the North and South Bismarck Plates interacted with surrounding plates, and small and large changes may have occurred throughout their history. A sudden shift in local plate motion, perhaps caused by locking such as plate collision, may have caused the overlying lithosphere to decouple from the mantle upwelling. The Willaumez-Manus Rise was probably created under such circumstances when a large volume of rising magma leaked out along a strike-slip plate boundary linking the spreading centers in the New Guinea and Manus basins. An alternative view is that the Willaumez-Manus Rise represents a magmatically robust segment of a single spreading axis that linked the two basins. The further docking of Finisterre-Huon Range with the New Guinea Highlands allowed the South Bismarck Plate to open faster toward the east in the Manus Basin and eventually to jump to the present-day Bismarck Sea Seismic Lineation. The Willaumez Transform was initiated by this more recent plate-boundary reorganization. Seafloor spreading commenced in the Manus Spreading Center <0.78 Ma, and the overall pattern suggests that rifting in the Bismarck Sea is propagating eastwards in the Southeastern Rift and westwards in the Western Spreading Ridges. One feature that distinguishes the Bismarck Sea from most other recently opened back-arc spreading systems in the western Pacific, except for the northern North Fiji and Lau basins, is the anomalously large distance (more than 400 km) between the arc and the spreading axis. This reflects the complex, combined geodynamic processes in this region, i.e., arc-continent collision, mantle upwelling, and rapid back-arc opening specific to this region. Central Bismarck Sea lavas are also unusual as they contain chemical components characteristic of the lower mantle. This may reflect proximity to the Melanesian Borderland, long a site of major subduction, and therefore of upper mantle enrichment by subduction-derived components, compared to other spreading systems.