The river rises at  above sea level in western Augusta County, below Dyers Knob on Shenandoah Mountain along the Virginia-West Virginia border. From the man-made Elkhorn Lake it flows south and then east through the George Washington National Forest.
Located in western Augusta County, the river begins at an elevation above sea level near Dyers Knob on Shenandoah Mountain, where it forms part of the state line between Virginia and West Virginia. From Elkhorn Lake, a man-made reservoir, it flows southeast through the George Washington National Forest.