The filling history, hydrologic budget, and geomorphic development of ancient Lake Creede and its tributary basin are evaluated to determine the factors that controlled its character. The lake filled the Creede caldera that formed in the late Oligocene as a consequence of the eruption of the Snowshoe Mountain Tuff. The caldera's sedimentary fill accumlated to a depth of about 1.26 km and had a volume of about 89 km3. The highest lake level was ~3300 m (10,800 ft) present altitude before it drained eastward across a broad volcanic plateau as the ancestral Rio Grande. A tributary canyon several hundred meters deep was cut into hard rhyolite in the north wall of the caldera before the lake was more than half full; its presence demonstrates that ancient Lake Creede filled slowly and thus occupied a long-lived, closed basin. The slow filling rate is incompatible with the present water flux through the Creede caldera basin, because such a flow would fill the basin geologically instantaneously. This mismatch, together with the recognition that the Oligocene climate was similar to that of today, forces the reexamination of the hydrologic and geomorphic history of the caldera. That appraisal shows that the caldera cannot have resurged rapidly immediately after caldera collapse, and that ancient watershed must have been lass than half as large as the present upper Rio Grande basin. The ancient lake had a more or less constant surface area of about 200 km2 that approximated a steady-state condition between inflow and evaporation. Although the lake level fluctuated with climatic variations, its surface elevation steadily climbed as sediment accumulated, accelerating as resurgance and dome growth usurped spacewithin the basin. It could have had one playa stage early in its development and another after the basin had nearly filled with sediment, but there is no direct evidence for either. At least the lower half of the sedimentary column (the part sampled by the scientific drilling) formed in an euxinic environment. This argues against a persistent early playa, although evaporative accumulation of brine was inevitable. When the rate of resurgance was rapid relative to sedimentary infilling, the lake would have been deep (i.e., bordered by bedrock rather than sedimentary fans). The geomorphic evolution of the Creede caldera and its watershed tracks a two-phase topographic history, the first the Oligocene through Miocene, and the second for Pliocene to the recent. In Oligocene time, the San Juan volcanic field was a hydrologically immature, gently undulating, and outward sloping, constructional volcanic plateau straddling the ancient Continental Divide. West of the Creede caldera, a dendritic drainage discharged northeastward into ancestral Cebolla Creek (a tributary of the ancestral Gunnison River) through an early stage of the Clear Creek graben in the vicinity of Spring Creek Pass. Miocene basalt choked, but did not reconstruct, the drainage. By the end of Miocene time a mature topography of moderate relief developed, exposing some of the higher ores in the Creede district to weathering. In the late Miocene-early Pliocene time the San Juan Mountains were uplifted and titled eastward; the ancestral Rio Grande was revitalized and cut deeply into the older terrain, excavating much of the accessible sediment from the moat of the Creede caldera and exposing successively lowe levels in the Creede district to oxidation. Simultaneously, the southeast end of the Clear Creek graben was reactivated and breached the southwest wall of the Creede caldera. The rejuvenated Rio Grande captured the formerly northeast-directed headwaters of ancestral Cebolla Creek, shifting more than 1000 km2 from the Pacific-directed drainage to the Atlantic. The water budget for ancient Lake Creede was strictly limited by the early stages of the fist geomorphic cycle; the modern water budget is the product of the second cycle.