Approximately 100 pelite and 12 quartzite samples from the Ventersdorp (~2.7 Ga) and Transvaal Supergroups (~2.6-2.1 Ga) have been analyzed to monitor the early Proterozoic evolution of the Kaapvaal Craton, southern Africa. From oldest to youngest, pelites were sampled from the Ventersdorp-Bothaville (BOT), Transvaal-Selati (SEL), Black Reef (BR), Timeball Hill (TH), Strubenkop (STR), and Silverton (SIL) Formations. Paleocurrent measurements in Transvaal quartzites indicate sources lying predominantly to the north and east. Relative to the BOT-SEL-BR, pelites from the TH-STR-SIL are enriched in heavy-REE, LILE, Zr, Hf, Nb, and Ta, depleted in K2O, MgO, Ni, and Cr, and have lower Cr/Zr, Sc/Th, K2O/Na2O, and K/ Rb ratios. Compared to SEL-BR, BOT-TH-STR-SIL pelites have higher light-REE contents and La/Yb ratios, and lower Eu/Eu* ratios (0.61-0.66). Relative to NASC (North American Shale Composite), THSTR-SIL pelites are enriched in light-REE, Th, U, Ta, Nb, Sc, Cs, have higher La/Yb ratios, and are depleted in K2O and MgO. BOT-SEL-BR pelites are enriched in K2O, MgO, Cr, and Ni, have higher K2O/Na2O, Sc/Th, and Eu/Eu* ratios, and are depleted in Th, U, heavy-REE, and High Field Strength Elements (HFSE) relative to NASC. Compositions of TH-STR-SIL pelites suggest a provenance similar to average Phanerozoic uppercontinental crust. This source is more evolved than that of BOT-SEL-BR pelites, indicating a transformation from primitive (mafic-rich) to evolved (felsic-rich) upper-crust at 2.2 Ga. This transition follows earlier primitive to evolved trends in Moodies-Pongola (3.3-3.0 Ga) and Witwatersrand (~2.8 Ga) successions. These data suggest that several cycles of changing upper-continental crust occurred in the Kaapvaal craton between 3.3-2.1 Ga.