To understand the timing, extent, and magnitude of land use/land cover (LULC) change in buffer areas surrounding Midwestern US waters, we analyzed the full imagery archive (1982–2017) of three Landsat footprints covering ~100,000 km2. The study area included urbanizing Chicago, Illinois and St. Louis, Missouri regions and agriculturally dominated landscapes (i.e., Peoria, Illinois). The Continuous Change Detection and Classification algorithm identified 1993–2017 LULC change across three Landsat footprints and in 90 m buffers for ~110,000 surface waters; waters were also size-binned into five groups for buffer LULC change analyses. Importantly, buffer-area LULC change magnitude was frequently much greater than footprint-level change. Surface-water extent in buffers increased by 14–35x the footprint rate and forest decreased by 2–9x. Development in buffering areas increased by 2–4x the footprint-rate in Chicago and Peoria area footprints but was similar to the change rate in the St. Louis area footprint. The LULC buffer-area change varied in waterbody size, with the greatest change typically occurring in the smallest waters (e.g., <0.1 ha). These novel analyses suggest that surface-water buffer LULC change is occurring more rapidly than footprint-level change, likely modifying the hydrology, water quality, and biotic integrity of existing water resources, as well as potentially affecting down-gradient, watershed-scale storages and flows of water, solutes, and particulate matter.