Abstract. A microphysics-based understanding of mechanical and hydraulic processes in clay shales is required for developing advanced constitutive models, which can be extrapolated to long-term deformation. Although many geomechanical laboratory tests have been performed to characterize the bulk mechanical, hydro-mechanical and failure behaviour of Opalinus Clay, important questions remain about microphysics: How do microstructural evolution and deformation mechanisms control the 15 complex rheology over time scales not accessible in the laboratory. In this contribution, Scanning Electron Microscopy (SEM) was used to image microstructures in an Opalinus Clay sample deformed in an unconsolidated-undrained triaxial compression test at 4 MPa confining stress followed by Argon Broad Ion Beam (BIB) polishing. Axial load was applied (sub-) perpendicular to bedding until the specimen failed. The test was terminated at an axial strain of 1.35 %. Volumetric strain measurements showed bulk compaction throughout the compression test. Observations on the cm- to μm-scale showed that deformation 20 localized by forming a network of μm-thick fractures. In BIB-SEM at the grain scale, incipient deformation zones show dilatant inter- and intragranular micro-cracking, granular flow, plastic deformation and bending of phyllosilicate grains, and pore collapse in fossils. Outside these zones, no deformation microstructures were observed indicating localized damage. Thus, microphysics of deformation appear to be controlled by both brittle and ductile processes along preferred orientations. Anastomosing networks of deformation bands develop into the main deformation bands along which the sample fails. 25 Microstructural observations and the stress-strain behaviour were integrated into a deformation model with three different stages of damage accumulation representative for the deformation of the compressed Opalinus Clay sample. Results on the microscale explain how the sample locally dilates while bulk measurement shows compaction, with an inferred major effect on permeability evolution. Comparison with the microstructure of highly strained Opalinus Clay in fault zones shows minor similarity and suggest that during long-term deformation additional solution-precipitation processes operate.