Russian-olive (Elaeagnus angustifolia) is a small Eurasian tree that has escaped from cultivation and become naturalized, primarily along watercourses throughout the western United States. We examined germination and establishment of Russian-olive and plains cottonwood (Populus deltoides), the principal native riparian tree of the Great Plains, under a range of experimental moisture and light conditions. The fewest seedings established under the driest conditions; seedling biomass was predictably lower in the shade; root-to-shoot ratios were higher for cottonwood, higher in the sun, and higher under drier conditions. Several interactions were also significant. The timing of germination and mortality varied between plains cottonwood and Russian-olive: cottonwood germinated in mid-June in all treatments in a single pulse with subsequent mortality; the timing and amount of Russian-olive germination differed substantially across treatments with little net mortality. Differences in life-history traits of these species, including seed size, viability, and dispersal, help explain treatment differences. Russian-olive will likely remain an important component of riparian communities along both unregulated and regulated western rivers because it succeeds under conditions optimal for cottonwood establishment and under many conditions unfavorable for cottonwood. Furthermore, many western states still encourage planting of Russian-olive, and control techniques tend to be labor-intensive and expensive.