Abstract Intraclastic limestone, thin fossiliferous limestone, and oolitic limestone interbedded with fissile shale are characteristic of the Nolichucky Shale (Upper Cambrian) in the Whiteoak Mountain thrust sheet, eastern Tennessee. These lithologies are interpreted as slope and basinal units deposited in water depths that may have exceeded 250 to 300 m. Intraclastic limestone debris flow deposits and skeletal and oolitic calcarenite turbidites indicate that nearly all carbonate is allochthonous, derived from up-slope and platform shallow-water environments. Storms were a dominant factor in initializing down-slope transport from shallower-water settings. Polymictic limestone conglomerate and shallow-water-derived calcarenite, composed of ooids, peloids, and fossils, indicate that depositional slopes were steep enough at times to permit considerable transport (in excess of 20 km) from up-slope areas. During times of increased siliciclastic sedimentation, carbonate production was suppressed and the basin margin had a gentle ramp morphology. Algal and oolitic shoals built up close to sea level when siliciclastic input was reduced, resulting in the progradation of carbonate facies into the basin. Depositional slopes at the basin margin were steepened to the point that gravity sediment flows were effective in transporting shallow-water carbonate lithologies into the basin.