The effects of land cover on flooding and base-flow characteristics of Whittlesey Creek, Bayfield County, Wis., were examined in a study that involved ground-water-flow and rainfall-runoff modeling. Field data were collected during 1999-2001 for synoptic base flow, streambed head and temperature, precipitation, continuous streamflow and stream stage, and other physical characteristics. Well logs provided data for potentiometric-surface altitudes and stratigraphic descriptions. Geologic, soil, hydrography, altitude, and historical land-cover data were compiled into a geographic information system and used in two ground-water-flow models (GFLOW and MODFLOW) and a rainfall-runoff model (SWAT). A deep ground-water system intersects Whittlesey Creek near the confluence with the North Fork, producing a steady base flow of 17?18 cubic feet per second. Upstream from the confluence, the creek has little or no base flow; flow is from surface runoff and a small amount of perched ground water. Most of the base flow to Whittlesey Creek originates as recharge through the permeable sands in the center of the Bayfield Peninsula to the northwest of the surface-water-contributing basin. Based on simulations, model-wide changes in recharge caused a proportional change in simulated base flow for Whittlesey Creek. Changing the simulated amount of recharge by 25 to 50 percent in only the ground-water-contributing area results in relatively small changes in base flow to Whittlesey Creek (about 2?11 percent). Simulated changes in land cover within the Whittlesey Creek surface-water-contributing basin would have minimal effects on base flow and average annual runoff, but flood peaks (based on daily mean flows on peak-flow days) could be affected. Based on the simulations, changing the basin land cover to a reforested condition results in a reduction in flood peaks of about 12 to 14 percent for up to a 100-yr flood. Changing the basin land cover to 25 percent urban land or returning basin land cover to the intensive row-crop agriculture of the 1920s results in flood peaks increasing by as much as 18 percent. The SWAT model is limited to a daily time step, which is adequate for describing the surface-water/ground-water interaction and percentage changes. It may not, however, be adequate in describing peak flow because the instantaneous peak flow in Whittlesey Creek during a flood can be more than twice the magnitude of the daily mean flow during that same flood. In addition, the storage and infiltration capacities of wetlands in the basin are not fully understood and need further study.