The Troy Bedrock Valley (TBV) and its tributary valleys are the principal pre-glacial drainage in southern Wisconsin and northern Illinois, USA. This study focused on the headwaters of a tributary that occurs in McHenry County, IL. Drilling, geophysical surveys, and the analysis of existing geologic and water well data were used to determine the lithologic and geometric characteristics of the sediments that fill the paleovalley. A 3D geologic model of these sediments was then developed in Petrel. More than 65 m of Quaternary sediments filled the paleovalley. The model domain covers approximately 30 km2. The valley drains to the west and meanders, which is distinct from the straight course of the overlying modern Kishwaukee River. The sediments that filled the valley were subdivided into five units. These units include Illinois-age Glasford Formation coarse- grained proglacial outwash and alluvial deposits (GS2, GS1) and fine-grained lacustrine and diamicton deposits (G2 and G1). The Wisconsin-age Henry Formation sand and gravel cap the valley fill, and Cahokia alluvium buries everything.