This paper describes the mineralogical and engineering properties of steeply dipping, differentially heaving bedrock, which has caused severe damage near the Denver area. Several field sites in heave-prone areas have been characterized using high sample densities, numerous testing methodologies, and thousands of sample tests. Hydrometer testing shows that the strata range from siltstone to claystone (33 to 66 percent clay) with occasional bentonite seams (53 to 98 percent clay mixed with calcite). From X-ray diffraction analyses, the claystone contains varying proportions of illite-smectite and discrete (pure) smectite, and the bentonite contains discrete smectite. Accessory minerals include pyrite, gypsum, calcite, and oxidized iron compounds. The dominant exchangeable cation is Ca2+, except where gypsum is prevalent, and Mg2+ and Na1+ are elevated. Scanning electron microscope analyses show that the clay fabric is deformed and porous and that pyrite is absent within the weathered zone. Unified Soil Classification for the claystone varies from CL to CH, and the bentonite is CH to MH. Average moisture content values are 17 percent for claystone and 32 percent for bentonite, and these are typically 0 to 5 percent lower than the plastic limit. Swell-consolidation and suction testing shows a full range of swelling potentials from low to very high. These findings confirm that type I (bed-parallel, symmetrical to asymmetrical) heave features are strongly associated with changes in bedrock composition and mineralogy. Composition changes are not necessarily a factor for type II (bed-parallel to bed-oblique, strongly asymmetrical) heave features, which are associated with movements along subsurface shear zones.