The instability of an incompressible three-dimensional boundary layer (that is, one with cross-flow) is considered theoretically and computationally in the context of vortex/wave interactions. Specifically the work centers on two low amplitude, lower-branch Tollmien-Schlichting waves which mutually interact to induce a weak longitudinal vortex flow; the vortex motion, in turn, gives rise to significant wave-modulation via wall-shear forcing. The characteristic Reynolds number is taken as a large parameter and, as a consequence, the waves' and the vortex motion are governed primarily by triple-deck theory. The nonlinear interaction is captured by a viscous partial-differential system for the vortex coupled with a pair of amplitude equations for each wave pressure. Three distinct possibilities were found to emerge for the nonlinear behavior of the flow solution downstream - an algebraic finite-distance singularity, far downstream saturation or far-downstream wave-decay (leaving pure vortex flow) - depending on the input conditions, the wave angles, and the size of the cross-flow. Davis, Dominic A. R. and Smith, Frank T. Glenn Research Center NCC3-233; RTOP 505-62-21...