The first terrestrialization of species that evolved from previously aquatic taxa was a seminal event in evolutionary history. For vertebrates, one of the most important terrestrialized groups, this event was interrupted by a time interval known as Romer's Gap, for which, until recently, few fossils were known. Here, we argue that geochronologic range data of terrestrial arthropods show a pattern similar to that of vertebrates. Thus, Romer's Gap is real, occupied an interval from 360 million years before present (MYBP) to 345 MYBP, and occurred when environmental conditions were unfavorable for air-breathing, terrestrial animals. These model results suggest that atmospheric oxygen levels were the major driver of successful terrestrialization, and a low-oxygen interval accounts for Romer's Gap. Results also show that terrestrialization among members of arthropod and vertebrate clades occurred in two distinct phases. The first phase was a 65-million-year (My) interval from 425 to 360 MYBP, representing an earlier, prolonged event of complete arthropod terrestrialization of smaller-sized forms (425-385 MYBP) and a subsequent, modest, and briefer event of incipient terrestrialization of larger-sized, aquatic vertebrates (385-360 MYBP). The second phase began at 345 MYBP, characterized by numerous new terrestrial species emerging in both major clades. The first and second terrestrialization phases bracket Romer's Gap, which represents a depauperate spectrum of major arthropod and vertebrate taxa before a major Late Paleozoic colonization of terrestrial habitats.