The development of optimal weed management strategies that rely, in part, on crop interference will require an understanding of how weeds compensate for limitations in above- and belowground resources. Trade-offs in the leaf morphology and biomass partitioning of rice and late watergrass were investigated under glasshouse conditions in 1999 and 2000. Both species responded to shade with increased height, reduced biomass, greater partitioning of biomass to leaves, and greater leaf area ratios. At the lowest light level (18% sunlight), plants of both species showed little response to nitrogen (N). However, height, tillers, biomass, and leaf area increased for plants grown at 50% and full sunlight as N increased from 0 to 224 kg N ha−1. Late watergrass exhibited more plasticity in specific leaf area and root weight ratio than rice in response to shade. This plasticity contributed to the ability of late watergrass to maintain a higher percent of its tillers and total dry weight than rice when sunlight was reduced by 50%. These results support the hypothesis that except at low light levels, limited N further reduces the growth of shaded late watergrass plants. Thus, weed management strategies that limit the plasticity of late watergrass by manipulating light and N availability are likely to be more effective than strategies that rely on manipulating a single resource.