The ShakeOut Scenario is premised upon the detailed description of a hypothetical Mw 7.8 earthquake on the southern San Andreas Fault and the associated simulated ground motions. The main features of the scenario, such as its endpoints, magnitude, and gross slip distribution, were defined through expert opinion and incorporated information from many previous studies. Slip at smaller length scales, rupture speed, and rise time were constrained using empirical relationships and experience gained from previous strong-motion modeling. Using this rupture description and a 3-D model of the crust, broadband ground motions were computed over a large region of Southern California. The largest simulated peak ground acceleration (PGA) and peak ground velocity (PGV) generally range from 0.5 to 1.0 g and 100 to 250 cm/s, respectively, with the waveforms exhibiting strong directivity and basin effects. Use of a slip-predictable model results in a high static stress drop event and produces ground motions somewhat higher than median level predictions from NGA ground motion prediction equations (GMPEs).