The Cincinnatian Series (Upper Ordovician; upper Katian) of the Cincinnati Arch region, Ohio, Indiana and Kentucky) contains several bed packages informally referred to as "butter shales" or "trilobite shales". These packages are typically 1-2 m of relatively pure, homogeneous claystone with isolated, lenticular limestone beds. These claystones are most widely known for their excellent preservation of abundant trilobites, especially Isotelus and Flexicalymene, as well as diverse and commonly articulated bivalves, and nautiloids. A newly recognized butter shale interval in the Clarksville Member of the Waynesville Formation contains a typical butter-shale fossil assemblage, dominated by bivalves, orthoconic cephalopods and trilobites. To better study the fabric of this claystone, a large, epoxy-coated block of the claystone was dry-cut. Polished surfaces show a variety of otherwise cryptic features, including pervasive bioturbation and the presence of probable lingulid escape burrows (Lingulichnus), as well as abundant fodinichnia (Chondrites, Planolites, Teichichnus). Preservation of articulated trilobites and closed bivalves in approximate living position, as well as escape burrows, indicates deposition as a series of mud burial events or obrution deposits. We suggest that the butter shales resulted from net accumulation of multiple episodes of re-suspended mud deposition, which rapidly smothered organisms and resulted in exceptional preservation. Between events the seafloor was colonized by abundant deposit-feeding infaunal organisms, which destabilized the substrate and generated turbidity near the sediment-water interface, thus inhibiting sessile suspension feeders. Rapid net deposition was also interrupted by more prolonged periods (tens to hundreds of years) of low sedimentation that permitted colonization by epifaunal brachiopod-dominated communities. While most butter shale units are regionally extensive, the Oldenburg is confined to a few outcrops, apparently because it has been removed in most areas beneath a subtle but significant disconformity.