A 3-D shear velocity model of the crust and uppermost mantle to a depth of 100 km is presented beneath the North China Craton (NCC), northeastern China, the Korean Peninsula, and the Sea of Japan. Ambient noise Rayleigh wave tomography is applied to data from more than 300 broadband seismic stations from Chinese provincial networks (CEArray), the Japanese F-Net, and the IRIS Global Seismic Network. Continuous data from 2007 to 2009 are used to produce group and phase velocity maps from 8 s to 45 s periods. The model is motivated to constrain the distributed intraplate volcanism, crustal extension, cratonic rejuvenation, and lithospheric thinning that are hypothesized for the study region. Numerous robust features are observed that impose new constraints on the geometry of these processes, but discussion concentrates only on four. (1) The North-South Gravity Lineament follows the ∼40 km contour in crustal thickness, and crustal thickness is anticorrelated with water depth beneath the Sea of Japan, consistent with crustal isostasy for a crust with laterally variable composition. (2) The lithosphere is thin (∼70 km) beneath the Songliao-Bohai Graben but seismically fast. (3) Even thinner more attenuated lithosphere bounds three sides of the eastern NCC (in a horseshoe shape), identifying a region of particularly intense tectonothermal modification where lithospheric rejuvenation may have reached nearly to the base of the crust. (4) Low-velocity anomalies reach upward (in a Y shape) in the mantle beneath the eastern and western borders of the Sea of Japan, extending well into continental East Asia in the west, and are separated by a ∼60 km thick lithosphere beneath the central Sea of Japan. This anomaly may reflect relatively shallow slab dehydration in the east and in the west may reflect deeper dehydration and convective circulation in the mantle wedge overlying the stagnant slab.