The migration of subsurface fluid flow within continental rift basins has been increasingly recognized to significantly affect the thermal history of sediments and petroleum formation. To gain insight into these paleofluid flow effects, the thermal history of the Taylorsville basin in Virginia was reconstructed from fluid-inclusion studies, apatite fission-track data, and vitrinite reflectance data. Models of thermal history indicate that the basin was buried to the thermal maximum at 200 Ma; a cooling event followed during which the eastern side of the basin cooled earlier and faster than the western side, suggesting that there was a differential uplift and topographically driven fluid flow. This hypothesis is supported by analyses of secondary oil and aqueous inclusions trapped in calcite and quartz veins during the uplift stage. Gas chromatograms of inclusion oils exhibit variable but extensive depletion of light molecular-weight hydrocarbons. The relative abundance of n-alkanes, petrographic observations, and the geological data indicate that the alteration process on these inclusion oils was probably neither phase separation nor biodegradation, but water washing. Water:oil ratios necessary to produce the observed alteration are much greater than 10000:1. These exceedingly high ratios are consistent with the migration of inclusion oils along with fluid flow during the early stages of basin evolution. The results provide significant evidence about the role of a subsurface flow system in modifying the temperature structure of the basin and the composition of petroleum generated within the basin.