Textures, microstructures, and patterns of chemical zoning in minerals in a granodioritic orthogneiss in the Glastonbury Complex, Connecticut, lead to the interpretation that foliation development was facilitated by retrograde hydration reactions in the presence of an aqueous fluid. Incomplete replacement of the metastable magmatic minerals K-feldspar + hastingsite + magnetite produced foliation-defining biotite + epidote + quartz. These reaction products did not replace K-feldspar - hastingsite interfaces; rather, either biotite or epidote replaced the amphibole, and plagioclase replaced K-feldspar. Biotite and epidote precipitated syntectonically in discrete layers that define the foliation in the orthogneiss, whereas quartz precipitated primarily in ribbons, further enhancing the fabric. Metastable REE-rich igneous titanite also dissolved, and was incompletely replaced by REE-poor, Al-bearing metamorphic titanite. The similar concentrations of the REE in epidote and titanite show that the REE released by titanite dissolution were precipitated locally as the allanite component in adjacent grains of epidote. The entire process was syntectonic, with most grains showing multiple overgrowths in the direction of extension as defined by stretched xenoliths. Sufficient U was present in the titanite overgrowths to allow SHRIMP dating of cores, mantles, and rims. These results suggest at least three retrograde Alleghanian events of growth in a span of ???30 m.y. Thus the dissolution - transportation - precipitation process not only describes the reaction mechanism but also leads to the redistribution of reaction products into nearly monomineralic layers, thus contributing to metamorphic differentiation and to the development of the foliation. The resulting orthogneiss was much weaker that the granodiorite protolith, owing to this reaction and textural softening.