The ground-water-flow system contributing to Cascade Springs near Tullahoma, Tennessee, was investigated from September 1991 to May 1992. Cascade Springs, consisting of Left Cascade and Right Cascade Springs, are located on the escarpment of the Highland Rim and discharge immediately above the Chattanooga Shale from the cherty Fort Payne Formation. Left Cascade Spring is the sole source of water for the Town of Wartrace and for a local whiskey distillery. Two major aquifers, the Manchester and the Fort Payne aquifers, contribute ground-water flow to Cascade Springs. The Manchester aquifer is composed of unconsolidated chert gravel with minimal clay content and the upper, well- fractured interval of the Fort Payne Formation. The Fort Payne aquifer consists of dense, bedded, cherty limestone with few fractures. Where present, the fractures of the Fort Payne aquifer are concentrated immediately above the Chattanooga Shale along horizontal bedding planes. The Manchester and the Fort Payne aquifers are hydraulically connected. However, the dense cherty limestone of the Fort Payne Formation, where unfractured, can impede the downward flow of ground water from the Manchester aquifer. Near the Highland Rime escarpment, as a result of this local confinement, the potentiometric head of wells completed in the Manchester aquifer is 36- to 80-feet higher than the head of wells completed in the Fort Payne aquifer. The primary recharge area for Cascade Springs is located southeast of the springs. The estimated recharge area for the Manchester aquifer encompaasses approximately 1 square mile. The lateral extent of the recharge area for the Fort Payne aquifer cannot be delineated because few wells completed in the Fort Payne aquifer are located southeast of Cascade Springs. The water quality of Left Cascade Spring is dominated by calcium and bicarbonate ions with low concentrations of inorganic constituents and dissolved solids. Two volatile organic compounds (1.3 micrograms per liter of 1,2-transdichloroethene and 0.2 micrograms per liter of trichloroethylene) were detected in a recent analysis of water from Left Casade Spring.