An optical amplifier has a pump and an “anti-pump” for reducing a variation of the amplifier gain with the input optical power. The wavelength of “anti-pump” light is longer than the wavelength of the optical signal being amplified, so that the optical signal serves as a pump for the “anti-pump” light, whereby an optical loss variation with the signal power at the signal wavelength is created, which reduces optical gain variation with the signal power. To compensate for gain loss due to the anti-pump light, two and three stages of amplification can be used.