Abstract: A stable, air-dry, low-VOC waterborne metallic flake pigment dispersion containing an aqueous carrier, film-forming binder and metallic-flake pigment and having a solids content of about 10-30% by weight; wherein the metallic surface is passivated with a hydrophobically-modified aliphatic organic phosphate ester which is subsequently combined with an aqueous resin binder to stabilize the metallic flakes against long-term settling, gassing, floating, and reagglomeration of flake particles. The VOC of the resulting dispersion is about 2.5 to 3.5 lbs/gallon (minus water) and contains metallic flake pigments in a pigment-to-binder weight ratio of about 10/100 to 50/100. The dispersion can be used neat as a bright metallic waterborne base coating or combined with other colored dispersions and other compatible resinous materials.