Growing a cover crop with an appropriate amount of water use during these long fallow periods between grain crops in a W-S-F system could increase productivity, profitability, resource use, and weed management. However, too much water use during the fallow period will reduce soil water storage for the subsequent crops and result in lower crop yields. The objective of this study was to identify potential spring fallow replacement cover crops and management to optimize productivity and resource use efficiency of a wheat-sorghum-fallow (W-S-F) system.