We investigated the flexibility of body composition in relation to seasonally variable demands for endurance flight capacity and hyperphagia in a migratory shorebird. Migrating western sandpipers were sampled in spring and fall while refueling at a north temperate stopover and were compared with nonmigrating birds captured at a tropical wintering area in Panama. Sandpipers weighed 25% more at stopover, and nearly 40% of migratory mass increase consisted of lean body components. Most organs and flight muscles were 10%-100% larger during migration, and the greatest relative size increases occurred in the digestive system (including liver). Birds preparing to initiate spring migration from Panama deposited only fat, suggesting that changes in lean body components take place after migration has begun, possibly through training effects. Sex did not influence body composition. Juveniles making their first southward migration were similar to adults in structural size and body mass but had substantially enlarged alimentary tracts. Sandpipers appeared to deposit lean mass during stopover in fall but not in spring. The dramatic enlargement of the digestive system in this small species that makes short flights and fuels frequently contrasts with the reduction of digestive components in larger species that fuel only once or twice by making one or two very long flights to their destination.