Two non-native carp species have invaded the Illinois Waterway and are a threat to Great Lakes ecosystems. Poor water quality in the upper Illinois Waterway may be a factor contributing to the stalling of the carp population front near river mile 278. In 2015, the U.S. Geological Survey collected 4 sets of water samples from two sites upstream and 4 sites downstream from river mile 278, and one tributary. Each sample was analyzed for up to 649 unique constituents of which 287 were detected including 96 pesticides, 62 pharmaceuticals, 39 wastewater indicator chemicals, 29 metals, 19 volatile organic compounds (VOCs), 6 disinfection by-products (DBPs), 5 hormones, and 5 carboxylic acids. Potential for bioactivity was estimated by comparing chemical concentrations to aquatic life or human health criteria and to in-vitro bioactivity screening results in the U.S Environmental Protection Agency ToxCast™ database. The resulting hazard quotients and exposure-activity ratios (EARs) are toxicity indexes that can be used to rank potential bioactivity of individual chemicals and chemical mixtures. This analysis indicates that several bioactive chemicals (BCs) including: carbendazim, 2,4-D, metolachlor, terbuthylazine, and acetochlor (pesticides); 1,4-dioxane (VOC); metformin, diphenhydramine, sulfamethoxazole, tramadol, fexofenadine, and the anti-depressants (pharmaceuticals); bisphenol A, 4-nonylphenol, galaxolide, 4-tert-octylphenol (wastewater indicator chemical); lead and boron (metals); and estrone (hormone) all occur in the upper Illinois Waterway at concentrations that produce elevated EARs values and may be adversely affecting carp reproduction and health. The clear differences in water quality upstream and downstream from river mile 278 with higher contaminant concentrations and potential bioactivity upstream could represent a barrier to carp range expansion.