The changing nature of the communities of boring and encrusting taxa found on upward-facing hard-grounds has been studied from the standpoints of (a) diversity, (b) faunal composition, and (c) nature of the niches occupied. After a rapid initial increase in the early Palaeozoic, diversity remained at much the same level from the Middle Ordovician until the late Cretaceous. However, there is a considerable turnover in the identity of the individual taxa between successive sample intervals. The incoming and outgoing of the major groups parallel their fortunes in the marine realm as a whole. Niche analysis suggests that the same feeding levels are occupied for most of the history of hardground communities, but Mesozoic faunas contain a much higher proportion of species with true exoskcletons, or which lived infaunally. The evolution of these forms was probably influenced by the Mesozoic radiation of marine predators and duriphages, but it also resulted in Mesozoic hardground faunas being more resistant than their Palaeozoic counterparts to episodic corrasion. Resulting higher population densities in the Mesozoic were probably one reason why cavity faunas beneath some of these hardground surfaces are more diverse than those beneath Palaeozoic examples.