[1] Located in a mixed urban and rural area south of the Barwon River, it covers an area of 621 km², including the Geelong suburbs of Belmont and Grovedale, Waurn Ponds and part of Highton, the coastal centre of Torquay and the rural towns of Barrabool, Bellbrae, Connewarre, Gnarwarre, Modewarre, Moriac and Mount Moriac.

South Barwon was created in 1976 as a predominantly rural seat which was considered safe for the conservative Liberal Party.

The seat underwent significant demographic change during Paterson's tenure as successive redistributions pushed it further into Geelong.

Major population growth in the traditionally Labor-voting areas of Torquay, Barwon Heads and southern Geelong, caused the seat to become progressively less safe for the Liberal Party.

These changes came to a head at the 2002 election, when the Labor Party nominated former Geelong mayor Michael Crutchfield as its candidate, and amidst a statewide landslide victory, he succeeded in taking South Barwon for the first time.