The 3.8 km3 Osceola Mudflow began as a water-saturated avalanche during phreatomagmatic eruptions at the summit of Mount Rainier about 5600 years ago. It filled valleys of the White River system north and northeast of Mount Rainier to depths of more than 100 m, flowed northward and westward more than 120 km, covered more than 200 km2 of the Puget Sound lowland, and extended into Puget Sound. The lahar had a velocity of ???19 m/s and peak discharge of ???2.5 ?? 106 m3/s, 40 to 50 km downstream, and was hydraulically dammed behind a constriction. It was coeval with the Paradise lahar, which flowed down the south side of Mount Rainier, and was probably related to it genetically. Osceola Mudflow deposits comprise three facies. The axial facies forms normally graded deposits 1.5 to 25 m thick in lowlands and valley bottoms and thinner ungraded deposits in lowlands; the valley-side facies forms ungraded deposits 0.3 to 2 m thick that drape valley slopes; and the hummocky facies, interpreted before as a separate (Greenwater) lahar, forms 2-10-m-thick deposits dotted with numerous hummocks up to 20 m high and 60 m in plan. Deposits show progressive downstream improvement in sorting, increase in sand and gravel, and decrease in clay. These downstream progressions are caused by incorporation (bulking) of better sorted gravel and sand. Normally graded axial deposits show similar trends from top to bottom because of bulking. The coarse-grained basal deposits in valley bottoms are similar to deposits near inundation limits. Normal grading in deposits is best explained by incremental aggradation of a flow wave, coarser grained at its front than at its tail. The Osceola Mudflow transformed completely from debris avalanche to clay-rich (cohesive) lahar within 2 km of its source because of the presence within the preavalanche mass of large volumes of pore water and abundant weak hydrothermally altered rock. A survey of cohesive lahars suggests that the amount of hydrothermally altered rock in the preavalanche mass determines whether a debris avalanche will transform into a cohesive debris flow or remain a largely unsaturated debris avalanche. The distinction among cohesive lahar, noncohesive lahar, and debris avalanche is important in hazard assessment because cohesive lahars spread much more widely than noncohesive lahars that travel similar distances, and travel farther and spread more widely than debris avalanches of similar volume. The Osceola Mudflow is documented here as an example of a cohesive debris flow of huge size that can be used as a model for hazard analysis of similar flows.