Upper-ocean and atmospheric boundary layer measurements were taken on two consecutive days during Hurricane Lili on September 29-30, 2002. Analyses of both the upper-ocean environment and atmospheric surface layer will be presented. One unique aspect of this particular dataset is that upper-ocean thermal conditions were documented under quiescent conditions ahead of the storm on the 29th and then re-examined (in the same physical location) on the 30th in the high-wind inner-core hurricane environment. Since the storm was moving through the deep warm waters of the western Carribbean throughout this period, particular attention will be given to assessing the direct impact TC-induced forcing had on upper-ocean thermodynamic structure directly beneath the storm.