The Water Frame is an extension of the Spinning Frame, both of which are credited to Richard Arkwright. Arkwright, however, is just the person who patented and exploited the technology, with the real invention being carried out by John Kay.

Arkwright installed the Water Frame in his cotton mill in Cromford, Derbyshire, England, creating one of the first factories that were specifically built to house machinery, rather than just bringing workers together.

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