A groundwater-flow model was developed for the Bad River Watershed and surrounding area by using the U.S. Geological Survey (USGS) finite-difference code MODFLOW-NWT. The model simulates steady-state groundwater-flow and base flow in streams by using the streamflow routing (SFR) package. The objectives of this study were to: (1) develop an improved understanding of the groundwater-flow system in the Bad River Watershed at the regional scale, including the sources of water to the Bad River Band of Lake Superior Chippewa Reservation (Reservation) and groundwater/surface-water interactions; (2) provide a quantitative platform for evaluating future impacts to the watershed, which can be used as a starting point for more detailed investigations at the local scale; and (3) identify areas where more data are needed. This report describes the construction and calibration of the groundwater-flow model that was subsequently used for analyzing potential locations for the collection of additional field data, including new observations of water-table elevation for refining the conceptualization and corresponding numerical model of the hydrogeologic system. The study area can be conceptually divided into three primary hydrogeologic environments. The first encompasses the southern uplands with relatively low topographic relief, where groundwater-flow is unconfined and occurs primarily in sandy till and glacial outwash overlying Archean-aged crystalline bedrock. The second includes a transitional area of higher topographic relief and shallow depth to bedrock, in the vicinity of ridges formed by steeply dipping, early-Proterozoic aged metasedimentary units of the Marquette Range Supergroup (including the Ironwood Formation), and late-Proterozoic igneous units associated with the Midcontinent Rift System (MRS). Groundwater-flow in this area likely occurs primarily through connected networks of bedrock fractures that are not well characterized, and also in isolated pockets of Quaternary deposits. The third and last hydrogeologic environment includes lowlands along Lake Superior where a deep sandstone aquifer is confined by thick deposits of clay-rich till. Model input was compiled by using both published and unpublished data. Constant flux boundary conditions for the model perimeter were developed from a regional analytic element model described in appendix 1 of this report. Pumping from 26 high-capacity wells within the model area was included. The SFR stream network was developed from the National Hydrography Dataset (NHDPlus Version 2) and hydrography from the Wisconsin Department of Natural Resources (WDNR). Hydraulic conductivity values were determined for each model cell by interpolation from a network of pilot points, within zones representing major hydrogeologic units. Recharge to the groundwater system was estimated on a cell-by-cell basis by using the Soil Water Balance code (SWB), with gridded daily temperature and precipitation data for the period 1980-2011, and GIS coverages of soil and land-surface conditions. Estimated recharge varies considerably, following spatial patterns in the precipitation and soil hydrologic group inputs. The lowest recharge values occur in the Superior lowlands, whereas the highest values occur in the upland areas, especially those underlain by sandy soils, and in the vicinity of bedrock hills. The model was calibrated to groundwater-levels and base flows obtained from the USGS National Water Information System (NWIS) database, and groundwater-levels obtained from the WDNR and Band River Band well-construction databases. Calibration was performed via nonlinear regression by using the parameter-estimation software suite PEST. Groundwater levels and base-flow observations in the calibration dataset were well simulated by the calibrated model, with reasonable values of hydraulic conductivity. The pilot-point parameters that were most constrained by observations during model calibration coincided with the locations containing the most wells (head observations) especially the population centers of Ashland, Mellen, and other communities along the major highway corridors. Results from the calibrated model illustrate differences in the nature of groundwater-?ow within the watershed. In the southern part of the watershed, where bedrock is shallow, groundwater ?ow paths are relatively short, extending from local recharge areas to adjacent ?rst and second-order streams. In contrast, laterally continuous deposits of clay-rich till covering the Superior Lowlands isolate most smaller streams from the sandstone aquifer, allowing for longer ?ow paths toward larger streams such as the Bad, Marengo, and White Rivers. Approximately three-quarters of all ?rst-order stream cells were dry in the Superior Lowlands, compared to only half of ?rst-order stream cells in the southern bedrock uplands. The model was used to delineate the groundwatershed for the Bad and Kakagon Rivers. Groundwatershed is defned as the area contributing groundwater discharge to one of these streams and their tributaries. The groundwatershed was found to align closely with the surface-watershed, with the most notable exception occurring along the southwestern half of Birch Hill, where surface water drains southwest towards the Potato River, and groundwater ?ows north and east towards Lake Superior. Similarly, the contributing area of groundwater-?ow to the Reservation was delineated. Results indicate the off-Reservation groundwater contributing area to be limited in comparison to the extent of the watershed, extending southward into the highlands underlain by MRS igneous rock units, but not further into the area underlain by the Marquette Range Supergroup. Stable isotope samples were collected from 54 wells within the watershed, to investigate sources of groundwater. Oxygen-18 (? 18O) values lower than -13.0 per mil were documented in the sampling, and likely indicate the presence of recharge water from the last glacial period (>9,500 years old) beneath the northern portion of the Reservation, in the vicinity of Odanah, Wisconsin. Finally, a new data-worth analysis of potential new monitoring-well locations was performed by using the model. The relative worth of new measurements was evaluated based on their ability to increase con?dence in model predictions of groundwater levels and base ?ows at 35 locations, under the condition of a proposed open-pit iron mine. Results of the new data-worth analysis, and other inputs and outputs from the Bad River model, are available through an online dynamic web mapping service at (http://wim.usgs.gov/badriver/).