Pre-flysch (Cambrian-Mississippian) strata of the Ouachita Mountains of Arkansas and Oklahoma include two main sandstone lithofacies: (1) a craton-derived lithofacies made up largely of mature medium- to coarse-grained quartzose and carbonate detritus and, in some units, sediment eroded from exposed basement rocks and (2) an orogen-derived facies made up mainly of fine-grained quartzose sedimentary and metasedimentary debris and possibly, in lower units, a volcaniclastic component. Paleocurrent and distribution patterns indicate that detritus of facies I in the Benton uplift was derived from north and detritus of facies II throughout the Ouachitas was derived from south and east of the depositional basin. Overall sedimentological results suggest that the Ouachita trough was a relatively narrow, two-sided basin throughout most and probably all of its existence and never formed the southern margin of the North American craton. Regional comparisons suggest that it was one of several basins, including the Southern Oklahoma aulacogen, Reelfoot Rift, Illinois Basin, and Rome trough, that formed as a Cambrian failed rift system 150 to 250 m.y. after initial rifting along the Appalachian margin of the North American craton.