Oceanographic observations made during the Sound Predictions 2009 field experiment in Prince William Sound, Alaska, have documented rapid changes in the upper water column (0–40 m) circulation. An assortment of drifting buoys, sampling four different depths, and HF radar surface current mapping, revealed three modes of circulation: anticyclonic, open cyclonic, and closed cyclonic. Each mode was observed at least once within an 18-day window, and the transition between them took as little as a day. Time-resolved hydrographic measurements show that the mass field was variable, but generally arranged such that the surface geostrophic flow should be in a closed-core cyclonic eddy configuration. Observations show that the mass field was likely influenced by relatively low salinity water flowing into Prince William Sound from the shelf, and from local freshwater input. We quantitatively examine why a closed-core circulation was not always observed by focusing on the transition between the closed and open cyclonic flow patterns. The western region of the central sound is a key area for this transition. Here, the high-frequency radar revealed that the closed circulation was established when the net flow shifted direction from northward to southward. A detailed comparison of the meridional geostrophic and wind-driven flows, using measured winds and hydrographic data from CTD profiles and two autonomous vehicles, shows that the geostrophic flow was mostly southward while the wind-driven flow was mostly northward. A net southward flow can be caused by a decrease in the northward wind-driven flow or an increase in the southward geostrophic flow.