Centimeter-scale measurements on several Powder River floodplains provide insights into the nature of overbank depositional processes that created the floodplains; during a 20-year period after a major flood in 1978. Rising stages initially entered across a sill at the downriver end of the floodplains. Later, as stages continued to rise, water entered the floodplains through distinct low saddles along natural levees. The annual maximum depth of water over the levee crest averaged 0.19 in from 1983 through 1996, and the estimated flow velocities were approximately 0.15 m s-1. Water ponded in the floodplain trough, a topographic low between the natural levee and the pre-flood riverbank, and mud settled as thin layers of nearly constant thickness. Mud layers alternated with sand layers, which were relatively thick near the channel. Together, these beds created a distinctive natural levee. In some locations, individual flood deposits began as a thin mud layer that gradually coarsened upwards to medium-grained sand. Coarsening-upwards sequences form initially as mud because only the uppermost layers of water in the channel supply the first overbank flows, which are rich in mud but starved of sand. At successively higher stages, fine sands and then medium sands increase in concentration in the floodwater and are deposited as fine- and medium-sand layers overlying the initial mud layer. Theoretical predictions from mathematical models of sediment transport by advection and diffusion indicate that these processes acting alone are unlikely to create the observed sand layers of nearly uniform thickness that extend across much of the floodplain. We infer that other transport processes, notably bedload transport, must be important along Powder River. Even with the centimeter-scale measurements of floodplain deposits, daily hydraulic data, and precise annual surface topographic surveys, we were unable to determine any clear correspondence between the gauged flow record of overbank floods and the depositional layers mapped in the floodplain. These results provide a detailed example of floodplain deposits and depositional processes that should prove useful for interpreting natural levee deposits in a variety of geologic settings. Copyright ?? 2008, SEPM (Society for Sedimentary Geology).