One of the logical predictions for a future Arctic characterized by warmer waters and reduced sea-ice is that new taxa will expand or invade Arctic seafloor habitats. Specific predictions regarding where this will occur and which taxa are most likely to become established or excluded are lacking, however. We synthesize recent studies and conduct new analyses in the context of climate forecasts and a paleontological perspective to make concrete predictions as to relevant mechanisms, regions, and functional traits contributing to future biodiversity changes. Historically, a warmer Arctic is more readily invaded or transited by boreal taxa than it is during cold periods. Oceanography of an ice-free Arctic Ocean, combined with life-history traits of invading taxa and availability of suitable habitat, determine expansion success. It is difficult to generalize as to which taxonomic groups or locations are likely to experience expansion, however, since species-specific, and perhaps population-specific autecologies, will determine success or failure. Several examples of expansion into the Arctic have been noted, and along with the results from the relatively few Arctic biological time-series suggest inflow shelves (Barents and Chukchi Seas), as well as West Greenland and the western Kara Sea, are most likely locations for expansion. Apparent temperature thresholds were identified for characteristic Arctic and boreal benthic fauna suggesting strong potential for range constrictions of Arctic, and expansions of boreal, fauna in the near future. Increasing human activities in the region could speed introductions of boreal fauna and reduce the value of a planktonic dispersal stage. Finally, shelf regions are likely to experience a greater impact, and also one with greater potential consequences, than the deep Arctic basin. Future research strategies should focus on monitoring as well as compiling basic physiological and life-history information of Arctic and boreal taxa, and integrate that with projections of human activities and likely ecosystem consequences to facilitate development of management strategies now and in the future.