The petrogenesis of kimberlites is commonly obscured by interaction with hydrothermal fluids, including deuteric (late-magmatic) and/or groundwater components. To provide new constraints on the modification of kimberlite rocks during fluid interaction and the fractionation of kimberlite magmas during crystallisation, we have undertaken a detailed petrographic and geochemical study of a hypabyssal sample (BK) from the Bultfontein kimberlite (Kimberley, South Africa).Sample BK consists of abundant macrocrysts (>1mm) and (micro-) phenocrysts of olivine and lesser phlogopite, smaller grains of apatite, serpentinised monticellite, spinel, perovskite, phlogopite and ilmenite in a matrix of calcite, serpentine and dolomite. As in kimberlites worldwide, BK olivine grains consist of cores with variable Mg/Fe ratios, overgrown by rims that host inclusions of groundmass phases (spinel, perovskite, phlogopite) and have constant Mg/Fe, but variable Ni, Mn and Ca concentrations. Primary multiphase inclusions in the outer rims of olivine and in Fe-Ti-rich (‘MUM’) spinel are dominated by dolomite, calcite and alkali carbonates with lesser silicate and oxide minerals. Secondary inclusions in olivine host an assemblage of Na-K carbonates and chlorides. The primary inclusions are interpreted as crystallised alkali-Si-bearing Ca-Mg-rich carbonate melts, whereas secondary inclusions host Na-K-rich C-O-H-Cl fluids.In situ Sr-isotope analyses of groundmass calcite and perovskite reveal similar 87Sr/86Sr ratios to perovskite in the Bultfontein and the other Kimberley kimberlites, i.e. magmatic values. The δ18O composition of the BK bulk carbonate fraction is above the mantle range, whereas the δ13C values are similar to those of mantle-derived magmas. The occurrence of different generations of serpentine and occasional groundmass calcite with high 87Sr/86Sr, and elevated bulk carbonate δ18O values indicate that the kimberlite was overprinted by hydrothermal fluids, which probably included a significant groundwater component. Before this alteration the groundmass included calcite, monticellite, apatite and minor dolomite, phlogopite, spinel, perovskite and ilmenite. Inclusions of groundmass minerals in olivine rims and phlogopite phenocrysts show that olivine and phlogopite also belong to the magmatic assemblage. We therefore suggest that the crystallised kimberlite was produced by an alkali-bearing, phosphorus-rich, silica-dolomitic melt. The alkali-Si-bearing Ca-Mg-rich carbonate compositions of primary melt inclusions in the outer rims of olivine and in spinel grains with evolved compositions (MUM spinel) support formation of these melts after fractionation of abundant olivine, and probably other phases (e.g., ilmenite and chromite). Finally, the similarity between secondary inclusions in kimberlite olivine of this and other worldwide kimberlites and secondary inclusions in minerals of carbonatitic, mafic and felsic magmatic rocks, suggests trapping of residual Na-K-rich C-O-H-Cl fluids after groundmass crystallisation. These residual fluids may have persisted in pore spaces within the largely crystalline BK groundmass and subsequently mixed with larger volumes of external fluids, which triggered serpentine formation and localised carbonate recrystallisation.