A study to characterize the groundwater-flow system in four tributary subbasins and vicinity of the lower Skagit River basin was conducted by the U.S. Geological Survey to assist Skagit County and the Washington State Department of Ecology in evaluating the effects of potential groundwater withdrawals and consumptive use on tributary streamflows. This report presents information used to characterize the groundwater and surface-water flow system in the subbasins, and includes descriptions of the geology and hydrogeologic framework of the subbasins; groundwater recharge and discharge; groundwater levels and flow directions; seasonal groundwater-level fluctuations; interactions between aquifers and the surface-water system; and a water budget for the subbasins. The study area covers about 247 mi2 along the Skagit River and its tributary subbasins (East Fork Nookachamps Creek, Nookachamps Creek, Carpenter Creek, and Fisher Creek) in southwestern Skagit County and northwestern Snohomish County, Washington. The geology of the area records a complex history of accretion along the continental margin, mountain building, deposition of terrestrial and marine sediments, igneous intrusion, and the repeated advance and retreat of continental glaciers. A simplified surficial geologic map was developed from previous mapping in the area, and geologic units were grouped into nine hydrogeologic units consisting of aquifers and confining units. A surficial hydrogeologic unit map was constructed and, with lithologic information from 296 drillers'logs, was used to produce unit extent and thickness maps and four hydrogeologic sections. Groundwater in unconsolidated aquifers generally flows towards the northwest and west in the direction of the Skagit River and Puget Sound. This generalized flow pattern is likely complicated by the presence of low-permeability confining units that separate discontinuous bodies of aquifer material and act as local groundwater-flow barriers. Groundwater-flow directions in the sedimentary aquifer likely reflect local topographic relief (radial flow from bedrock highs) and more regional westward flow from the mountains to the Puget Sound. The largest groundwater-level fluctuations observed during the monitoring period (October 2006 through September 2008) occurred in wells completed in the sedimentary aquifer, and ranged from about 3 to 27 feet. Water levels in wells completed in unconsolidated hydrogeologic units exhibited seasonal variations ranging from less than 1 to about 10 feet. Synoptic streamflow measurements made in August 2007 and June 2008 indicate a total groundwater discharge to creeks in the tributary subbasin area of about 13.15 and 129.6 cubic feet per second (9,520 and 93,830 acre-feet per year), respectively. Streamflow measurements illustrate a general pattern in which the upper reaches of creeks in the study area tended to gain flow from the groundwater system, and lower creek reaches tended to lose water. Large inflows from tributaries to major creeks in the study area suggest the presence of groundwater discharge from upland areas underlain by bedrock. The groundwater system within the subbasins received an average (September 1, 2006 to August 31, 2008) of about 92,400 acre-feet or about 18 inches of recharge from precipitation a year. Most of this recharge (65 percent) discharges to creeks, and only about 3 percent is withdrawn from wells. The remaining groundwater recharge (32 percent) leaves the subbasin groundwater system as discharge to the Skagit River and Puget Sound.