Abstract: Australia's distinctive pattern of settlement has long presented a suite of social, economic, infrastructural, and environmental challenges for the nation's cities and regions. These challenges will be intensified by the population growth and dynamics anticipated in the 2010 Intergenerational Report. Future growth will inevitably have differential impacts for metropolitan, regional, and rural settlements, and for inland and coastal regions. This paper analyses current trends and likely directions in population change and distribution and the major implications for the nation's metropolitan and non-metropolitan areas. For Australia's cities, core issues include: access to affordable housing, suitable employment, infrastructure, and services; managing growth within environmental constraints; and the political management of popular anxieties around urban diversity and consolidation. For rural regions, processes of depopulation, demographic decline, ageing, and threats to community socio-economic viability are intermingled with differential patterns of repopulation and consolidation, and issues of growth management. While the paper works through the distinctive character of the issues facing urban and regional contexts, it also highlights the interconnected nature of demographic change in Australia's settlement system and the questions that these pose for urban and regional governance.