Abstract: The present invention is directed to a process of preparing a nanocomposite comprised of an elastomer and at least partially exfoliated, intercalated water-swellable clay, comprising the steps of (A) forming a first blend of water-swelled clay and anionic polymer particle emulsion by blending: (1) an aqueous mixture comprised of water and a multilayered water-swellable clay, exclusive of an intercalant for said clay, wherein said water-swellable clay is comprised of a plurality of stacked platelets with water-expanded galleries between said platelets, wherein said galleries contain naturally occurring cationic ion exchangeable ions therein; and (2) an elastomer latex comprising an elastomer selected from the group consisting of natural rubber, synthetic polyisoprene, polybutadiene, and styrene-butadiene rubber; (B) blending with said first blend an aqueous mixture comprised of water and from 1 to 5 percent by weight of a polar polymer selected from the group consisting of hydroxyethylcellulose, carboxym