The Upper Cretaceous paralic to nonmarine Horseshoe Canyon Formation (HCFm) of southern Alberta is divided into seven mappable members: Strathmore, Drumheller, Horsethief, Morrin, Tolman, Carbon, and Whitemud (bottom to top). This subdivision, based on combined outcrop and subsurface analyses, reflects lithostratigraphic variations related to changes in sea level (previously recognized) and newly documented changes in climate, volcanism, and orogenesis in an evolving foreland basin. Million-year-scale cycles of orogenesis resulted in changes in sediment supply and rates of subsidence in the basin and are interpreted in the context of a simple, two-phase foreland-basin sequence stratigraphic model: (i) overthrust loading resulting in reduced rates of sediment supply and subsidence in the most distal portions of the Alberta foredeep (our field area); (ii) tectonic quiescence leading to increased rates of sediment supply and subsidence during proximal-foredeep rebound. During the first ∼2.5 Ma of its history (Strathmore and Drumheller members), the HCFm was tectonically and climatically “stable”, and depositional style and stratigraphic architecture were influenced by vertical aggradation and modest progradation of shorelines. During the remaining ∼4.5 Ma (Horsethief, Morrin, Tolman, Carbon, and Whitemud members), there were more complex and frequent changes in climate, volcanism, orogenesis, landscape weathering, and soil formation. Understanding this previously unrecognized complexity is critical for correctly assessing hydrocarbon resource distributions and biostratigraphic and taphonomic patterns.