The Middle to Upper Cambrian Conasauga Group of the southern Appalachians constitutes part of the thick pericratonic Cambro-Ordovician Sauk sequence that represents the interplay between an extensive carbonate platform to the east and a deeper-water intrashelf shale basin to the west. The Conasauga Group consists of a series of interfingering carbonate and shale formations; the shales represent deeper-water deposition (50 m+), and the carbonates show evidence for gradual shoaling (through aggradation and progradation) from deeper water to shallow water. The upper parts of the Craig Limestone Member (Rogersville Shale) and the Maryville Limestone (both Middle Cambrian) contain evidence for subaerial exposure of subtidal sediments followed by platform drowning. Following platform exposure that shot down carbonate production, a large relative sea-level rise (driven by an increase in the rate of subsidence) led to platform reinundation, but was rapid enough to drown the carbonate platform. Flooding was sufficient to allow deeper-water basinal shales to onlap the drowned platform. Changes in the rate of subsidence driven by thermal cooling of the lithosphere, sediment loading, and/or regional extension were probably responsible for "cyclic" sedimentation, even though burial curves suggest gradual, "thermal" subsidence through this time. Lithofacies patterns and the regional tectonism reviewed herein suggests that the Iapetan margin was not fully stabilized (subsiding uniformly spatially and temporally, a true passive margin) until the Late Cambrian. Critical stratigraphic studies of other Cambrian (and younger) "passive" margins may reveal comparable "anomalies" related to similar, "jerky" subsidence patterns.