The influence of clay units on ground-water composition was investigated in a heterogeneous carbonate aquifer system of Miocene age in southwest Florida, known as the Intermediate aquifer system. Regionally, the ground water is recharged inland, flows laterally and to greater depths in the aquifer systems, and is discharged vertically upward at the saltwater interface along the coast. A depth profile of water composition was obtained by sampling ground water from discrete intervals within the permeable carbonate units during coring and by squeezing pore water from a core of the less-permeable clay layers. A normative salt analysis of solute compositions in the water indicated a marine origin for both types of water and an evolutionary pathway for the clay water that involves clay diagenesis. The chemical composition of the ground water in the carbonate bedrock is significantly different from that of the pore water in the clay layers. Dissolution of clays and opaline silica results in high silica concentrations relative to water in other parts of the Intermediate aquifer system. Water enriched in chloride relative to the overlying and underlying ground water recharges the aquifer inland where the confining clay layer is absent, and it dissolves carbonate and silicate minerals and reacts with clays along its flow path, eventually reaching this coastal site and resulting in the high chloride and silica concentrations observed in the middle part of the Intermediate aquifer system. Reaction-path modeling suggests that the recharging surficial water mixes with sulfate-rich water upwelling from the Upper Floridan aquifer, and carbonate mineral dissolution and precipitation, weathering and exchange reactions, clay mineral diagenesis, clay and silica dissolution, organic carbon oxidation, and iron and sulfate reduction result in the observed water compositions.