The Fall River Formation is a 45 m thick layer of fluvial-dominated valley-fills and shore-zone strata deposited on the stable cratonic margin of the Cretaceous Western Interior Seaway. Fall River deposits in Red Canyon, in the south-west corner of South Dakota (USA), expose a cross-section of a 3.5 km wide valley-fill sandstone and laterally adjacent marine deposits. The marine deposits comprise three 10 m thick upward-shoaling sequences; each composed of multiple metres-thick upward-coarsening successions. The lower two of these sequences are laterally cut by the valley-fill sandstone, and are capped by metres-thick muddy palaeosols. The upper sequence spans the top of the valley-fill sandstone, and is overlain by the Skull Creek Shale. The 30 m thick valley sandstone is partitioned into four distinct fills by major erosion surfaces, and each of these fills contain many metres-thick channel-form bodies. Deposits in the lower parts of these fills are sheet-like, top-truncated channel bodies, whereas deposits in the upper parts of fills are upward-concave, laterally amalgamated channel bodies, more completely preserved heterolithic channel bodies, or wave-deposited sheets. Each valley-fill basal erosion surface records an episode of valley incision and relative sea-level fall, and the gradual progression from fluvial to more estuarine deposits upwards within each fill records relative sea-level rise. All fills are dominantly channel deposits and are capped by marine flooding surfaces. The dominance of channel deposits, the gradual change to more estuarine facies in the upper parts of fills, and the location of flooding surfaces at valley-fill tops all suggest that sediment supply initially kept pace with relative sea-level rise and valleys filled during late marine lowstand and transgression, not during subsequent highstands. Recently proposed facies models have focused on variations in the relative strength of tide, wave and river currents as controls on valley-fill deposits. However, relative rates of sediment supply and basin accommodation change, and the shift in this ratio along the depositional profile during multiple-scale cycles in relative sea-level, are equally important controls on the style of valley-fill deposits.