ABSTRACT: Discussion of gentrification has become ‘balkanised’ into a series of competing and intensely-held positions. The dichotomies are between economic and cultural explanations, supply-side and demand-side explanations and structural Marxist and liberal humanist views. Despite the long academic and policy interest in gentrification there is still no clear definition of what it is and why it occurs. However, almost all previous analyses see gentrification as an inner-city phenomenon and so deal with it within framework of inner-city theory and causation. This paper approaches the debate from a somewhat different position. It argues that gentrification, seen as the replacement of lower status and income households by higher status and income households, can occur outside the inner city. It uses clear cases of gentrification on the urban fringe of metropolitan Brisbane in South East Queensland, to explore mechanisms and explanations. The key to this ‘gentrification by the sea’ is a ‘potential investment gap’ between current and potential future property values, based on increasing demand for a limited locational resource – but instead of this being inner-city properties it is waterside land in a regional facing rapid population increase. The paper also draws attention to the inadequate recognition of the roles of the state and the media in previous analyses of gentrification.