A U.S. Geological Survey investigation was conducted, in cooperation with the Virginia Water Control Board, to analyze the hydrogeology and groundwater flow system in the Coastal Plain physiographic province of southeastern Virginia, and to assess the continued reliability of groundwater as a freshwater resource. To provide a more detailed analysis of water-level decline and groundwater flow, a three-dimensional, digital, groundwater flow model, which incorporates hydrogeologic characteristics of the aquifers and confining units, was developed to simulate prepumping and pumping conditions. The results of this modeling effort provide a broad regional perspective on the magnitude and direction of groundwater flow in the confined system in the Coastal Plain physiographic province of southeastern Virginia.