Satellite observations of low-level clouds have challenged the idea that increasing liquid water content with temperature combined with constant physical thickness will lead to a negative cloud optics feedback in a decadal climate change. The reasons for the satellite results are explored using 4 yr of surface remote sensing data from the Atmospheric Radiation Measurement Program Cloud and Radiation Testbed site in the southern Great Plains of the United States. It is found that low-cloud liquid water path is approximately invariant with temperature in winter but decreases strongly with temperature in summer, consistent with satellite inferences at this latitude. This behavior occurs because liquid water content shows no detectable temperature dependence while cloud physical thickness decreases with warming. Thinning of clouds with warming is observed on seasonal, synoptic, and diurnal timescales; it is most obvious in the warm sectors of baroclinic waves. Although cloud top is observed to slightly descend with warming, the primary cause of thinning is the ascent of cloud base due to the reduction in surface relative humidity and the concomitant increase in the lifting condensation level of surface air. Low-cloud liquid water path is not observed to be a continuous function of temperature. Rather, the behavior observed is best explained as a transition in the frequency of occurrence of different boundary layer types. At cold temperatures, a mixture of stratified and convective boundary layers is observed, leading to a broad distribution of liquid water path values, while at warm temperatures, only convective boundary layers with small liquid water paths, some of them decoupled, are observed. Our results, combined with the earlier satellite inferences, suggest a reexamination of the commonly quoted 1.5°C lower limit for the equilibrium global climate sensitivity to a doubling of CO2, which is based on models in which liquid water increases with temperature and cloud physical thickness is constant.