The Ellsworth terrane is one of a number of fault-bounded blocks that occur along the eastern margin of Ganderia, the western-most of the peri-Gondwanan domains in the northern Appalachians that were accreted to Laurentia in the Paleozoic. Geologic relations, detrital zircon ages, and basalt geochemistry suggest that the Ellsworth terrane is part of Ganderia and not an exotic terrane. In the Penobscot Bay area of coastal Maine, the Ellsworth terrane is dominantly composed of bimodal basalt-rhyolite volcanic sequences of the Ellsworth Schist and unconformably overlying Castine Volcanics. We use new U-Pb zircon geochronology, geochemistry, and Nd and Pb isotopes for these volcanic sequences to constrain the petrogenetic history and paleotectonic setting of the Ellsworth terrane and its relationship with Ganderia. U-Pb zircon geochronology for rhyolites indicates that both the Ellsworth Schist (508.6 ?? 0.8 Ma) and overlying Castine Volcanics (503.5 ?? 2.5 Ma) are Middle Cambrian in age. Two tholefitic basalt types are recognized. Type Tb-1 basalt, present as pillowed and massive lava flows and as sills in both units, has depleted La and Ce ([La/Nd]N = 0.53-0.87) values, flat heavy rare earth element (REE) values, and no positive Th or negative Ta anomalies on primitive mantle-normalized diagrams. In contrast, type Th-2 basalt, present only in the Castine Volcanics, has stightly enriched LREE ([La/Yb]N = 1.42-2.92) values and no Th or Th anomalies. Both basalt types have strongly positive ??Nd (500) values (Th-1 = +7.9-+8.6; Th-2 = +5.6-+7.0) and relatively enriched Pb isotopic compositions (206Ph/204Pb = 18.037-19.784; 207/204Pb = 15.531-15.660; 2088Pb/204Pb = 37.810-38.817). The basalts have compositions transitional between recent normal and enriched mid-ocean-ridge basalt, and they were probably derived by partial melting of compositionatly heterogeneous asthenosphenc mantle. Two types of rhyolite also are present. Type R-1 rhyolite, which mostly occurs as tuffs interlayered with basalt in the Ellsworth Schist, is calc-alkaline and characterized by relatively low REE, Zr, and Hf contents, enriched LREE ([La/Yb]N ???3-6), positive Th and negative Th anomalies, ??Nd (500) values near zero (+0.5 to -0.9), and relatively unradiogenic Ph isotope values (206Pb/204Pb = 18.845; 207Pb/ 204Pb = 15.625; 208Pb/204Pb = 38.626). The data suggest that R-1 rhyolite magma was Likely derived by mixing of basalt with melts from a relatively depleted crustal source. Type R-2 rhyolite, which mostly occurs as lava flows and domes in the Castine volcanics, is tholeiitic and characterized by enriched REE with flat patterns ([La/Yb]N = 1-2.5), moderate negative Eu anomalies (Eu/Eu* = 0-34.5), enriched Th, small negative Th anomalies, and ??Nd (500) (+5.8-+7.5) and Ph isotope (206Pb/204Pb = 19.175-19.619; 207Pb/204Pb = 15.605--15.649; 208Pb/204Pb = 38.834-38.851) values that overlap those of the tholeiitic basalts. The data suggest that R-2 rhyolite magma was derived by the partial melting of hydrothermally altered basalt with the addition of a small amount of an enriched component, probably R-1 rhyolite. The geololic, geochemicai, and isotopic characteristics of the bimodal volcanic sequences strongly suggest that the Ellsworth terrane did not evolve as an extensional back-arc basin behind an active arc, but rather it evolved as a proto-oceanic rift petrogenetically similar to Cenozoic rifts like the Gulf of California-Salton mrough and Red Sea-Gulf of Aden rift systems. Such a setting is supported by the presence of serpentinized mantle and zinc-copper-rich massive sulfide deposits in the Ellsworth terrane. We conclude that the Ellsworth terrane developed as a Mid