Drastic reductions in diversity and abundance of mussel populations are documented in many systems. Bear Creek, located in northwest Alabama and northeast Mississippi, has seen changes to its fauna, possibly the result of impoundment, channelization, wastewater discharge, and sedimentation from such sources such as strip mining, agriculture, and silviculture. The most obvious influences have been impoundment of the lowermost 32 km of Bear Creek by Pickwick Reservoir of Tennessee River, the construction of four dams within the system, construction of a 29-km-long channel designed to limit flooding, and bank destabilization. Mussels are absent from much of the system and faunal composition has apparently been altered where mussels persist, based on comparison to limited previous studies. The most notable changes are the loss of Cumberlandian species diversity and the apparent increase in Ohioan species diversity. We sampled 40 stations in the Bear Creek system and report 32 mussel species live or fresh dead, including 3 Cumberlandian species, and 2 others weathered dead. Fourteen of these species were not reported in two earlier studies. During this study the most depauperate populations were upstream of Bear Creek km 41.0 and in tributaries. No mussels were collected immediately downstream of dams, and diversity gradually increased downstream from the lowermost main channel dam until 28 species occurred together in a free-flowing reach shortly before entering Pickwick Reservoir. One weathered dead zebra mussel, Dreisenna polymorpha, was also collected, representing a new tributary record. The population of Epioblasma brevidens in Bear Creek is the only population of that species known in the lower Tennessee River system, and the population of Lexingtonia dolabelloides, another new tributary record, is one of only two populations of that species known downstream of Paint Rock River.