As major pests of cotton production, Heliothis spp. are of most concern to growers during the summer when they are active and damaging crops. Once autumn arrives and the crop is picked, Heliothis are soon forgotten. But they remain, secreted in their underground burrows, usually in low numbers, sometimes numerous, ready to emerge with the return of warm spring weather to haunt growers the following season. In this paper we will outline what is currently known about the overwintering phase of Heliothis populations, what a high survival of pupae means for regional population dynamics and pesticide resistance, and what growers might do about it.