The prolific macroalgal forests in shallow (< 20 m), warm-temperate, marine environments off southern Yorke Peninsula, South Australia have two carbonate-producing habitats, 1) upward-facing, exposed rock surfaces beneath large phaeophytes, and 2) concealed rock surfaces under overhangs, on rock walls, in crevasses, and indentations that all lie behind a curtain of brown macroalgae. Exposed surfaces have three growth tiers; 1) a basal, cm-high veneer or turf of crustose corallines, geniculate corallines, and short fleshy red algae that are grazed by herbivorous gastropods, 2) an intermediate, 5–20 cm-high community of fleshy red algae, and 3) a 20–100 cm+-high canopy of large phaeophytes (especially Ecklonia, Cystophora and Xiophora) whose blades are locally encrusted with bryozoans, such as Membranipora membranacea, and spirorbids. Concealed surfaces of subvertical rock walls and cryptic habitats behind the macroalgal curtain have two tiers; 1) a cornucopia of encrusting plants and animals, especially crustose and geniculate corallines in shallow water, that give way in water depths > 4 m to numerous bryozoans (especially fenestrates), serpulid worms, numerous and diverse demosponges, ascidians, small solitary corals, epifaunal echinoids, and gastropods, and 2) a veil of macroalgae (mainly Cystophora and Ecklonia) that drapes down and shades the rock walls. Most carbonate sediment production does not come from calcareous epiphytes on the macroalgae but comes from the coralline algae and calcareous invertebrates living on the rock walls and in concealed depressions. Mollusks (gastropods and bivalves) and geniculate coralline algae with numerous lithoclasts, crustose coralline fragments, barnacle plates, serpulid worms, bryozoans, and large benthic foraminifers (especially Amphistegina) dominate the resultant gravels and sands; but there is little or no mud. This is because carbonate sediment is the result of production not only in the macrophyte factory but also in adjacent seagrass factories. Particles produced in the macroalgal factory are shed onto the adjacent seafloor, where they form the requisite sandy substrates for quick colonization by seagrasses. Thus, over time the sediment in this shallow but hydrodynaically energetic environment becomes a mixture of materials from the two sources with seagrasses contributing gastropods, large benthic foraminifers, spirorbids, bryozoans and articulated corallines to the sediment milieu. If this system is a typical example, then warm-temperate Neogene carbonate facies related to macroalgal factories should be a mixture of materials from the rocky substrates, a calcareous infauna, and marine seagrasses.