The low-temperature superplastic flow behavior of two lots of Ti-6Al-4V sheet with an ultrafine microstructure was modeled. One lot (Sheet A) had an equiaxed-alpha starting microstructure; the flow stress/flow hardening exhibited by this material was explained on the basis of the Bird-Mukherjee-Dorn constitutive equation. The other material (Sheet B), having a mixed equiaxed- and remnant-lamellar alpha microstructure, underwent flow softening, flow hardening, or steady-state flow depending on test temperature and strain rate. These behaviors were interpreted in the context of a dynamic spheroidization model. The apparent flow softening at the end of all of the flow curves was explained using a simple flow-localization model.