We describe a Profiling Optical and Water Return (POWR) system that has been developed and used extensively at sea. The POWR system is a collection of oceanographic instruments used to measure the inherent optical properties (IOPs) of the upper 100m of the ocean while simultaneously collecting up to eight water samples at various depths for chemical and biological analysis. IOPs are local measurements that are directly related to the properties of the water at the depth sampled; hence it is critical that the water samples be taken at the same time and location as the IOPs. Used during three major experiments, the POWR system has proven valuable for relating IOPs to in-water constituents in support of ocean color remote sensing data product validation, optical model validation, and other interdisciplinary programs.