An extensive (~ 25 km2) landslide complex covers a large area on the west side of the Williams Fork Mountains in central Colorado. The complex is deeply weathered and incised, and in most places geomorphic evidence of sliding (breakaways, hummocky topography, transverse ridges, and lobate distal zones) are no longer visible, indicating that the main mass of the slide has long been inactive. However, localized Holocene reactivation of the landslide deposits is common above the timberline (at about 3300 m) and locally at lower elevations. Clasts within the complex, as long as several tens of meters, are entirely of crystalline basement (Proterozoic gneiss and granitic rocks) from the hanging wall of the Laramide (Late Cretaceous to Early Tertiary), west-directed Williams Range thrust, which forms the western structural boundary of the Colorado Front Range. Late Cretaceous shale and sandstone compose most footwall rocks. The crystalline hanging-wall rocks are pervasively fractured or shattered, and alteration to clay minerals is locally well developed. Sackung structures (trenches or small-scale grabens and upslope-facing scarps) are common near the rounded crest of the range, suggesting gravitational spreading of the fractured rocks and oversteepening of the mountain flanks. Late Tertiary and Quaternary incision of the Blue River Valley, just west of the Williams Fork Mountains, contributed to the oversteepening. Major landslide movement is suspected during periods of deglaciation when abundant meltwater increased pore-water pressure in bedrock fractures. A fault-flexure model for the development of the widespread fracturing and weakening of the Proterozoic basement proposes that the surface of the Williams Range thrust contains a concave-downward flexure, the axis of which coincides approximately with the contact in the footwall between Proterozoic basement and mostly Cretaceous rocks. Movement of brittle, hanging-wall rocks through the flexure during Laramide deformation pervasively fractured the hanging-wall rocks. ?? 2001 Elsevier Science B.V. All rights reserved.