The first edition of the Three Dimensional Warriors was published for the Farnborough Air Show in 2008. This edition of Three Dimensional Warriors builds on the earlier version and updates a number of key developments since 2008. The first Three Dimensional Warriors provided an overview of how new aviation assets for the United States Marine Corps (USMC) shape their capabilities and affects how they operate. This version updates developments involving USMC operations as well as the evolution of the Osprey and the F-35B in USMC thinking about "the Air Combat Element" of the future. Among the key developments since publishing the first edition arethe following: Five years of combat experience involving the Osprey; Operations off of the shores of Tripoli in a coalition Libyan operation, and the terrorist attack on Camp Bastion destroying several Harriers; The sea trials of the F-35 onboard the USS Wasp and the emergence ofthe new large deck amphibious flag ship, the USS America; The standing up of the first F-35 squadron at Yuma and the shaping ofa "triangular" interaction among the first squadron, VMX-22 and the USMC training and tactics squadron (MAWTS) at Yuma; The announced pivot to the Pacific in which the USN-USMC teamis at the heart. Three Dimensional Warriors (Second Edition) looks at the evolution of the interactivity among these developments and the shaping of the future, and is divided into four parts. Part One provides an introduction and overview of the evolution of the USMC "Three Dimensional Warriors " including their operational experience with the Osprey. More important, we look at how USMC operations have changed, and the impact of the F-35 on the future of power projection – and the USMC role within that future. Part Two addresses selected operational dynamics where change is evident, such as the evolution of the seabase as seen in Bold Alligator 2012 and Libya, and planning for the pivot to the Pacific. Part Three covers aspects of preparing for the future. The focus is on three key elements of shaping capability, specifically the work of the USMC at Yuma Air Station, the joint training facility for the F-35 at Eglin and the emergence of the new aviation-centric large deck amphibious ship, the USS America. The final section looks at the emerging capabilities, covering the impact of the USS America on the expeditionary strike group and the impact of the USMC’s F-35 flown by the USMC within an overall context of U.S. joint and allied capabilities. We conclude by examining the nature of a new combat learning process associated with evolving three-dimensional combatcapabilities.