Lake-level change and landslides are primary controls on the development of coastal environments along the coast of northeastern Lake Michigan. The late Quaternary geology of Sleeping Bear Dunes National Lakeshore was examined with high-resolution seismic reflection profiles, ground-penetrating radar (GPR), and boreholes. Based on sequence-stratigraphic principles, this study recognizes ten stratigraphic units and three major unconformities that were formed by late Pleistocene glaciation and postglacial lake-level changes. Locally high sediment supply, and reworking by two regressions and a transgression have produced a complex stratigraphy that is prone to episodic failure. In 1995, a large landslide deposited approximately 1 million m3 of sediment on the lake floor. The highly deformed landslide deposits, up to 18 m thick, extend 3-4 km offshore and unconformably overlie well-stratified glacial and lacustrine sediment. The landslide-prone bluff is underlain by channel-fill deposits that are oriented nearly perpendicular to the shoreline. The paleochannels are at least 10 m deep and 400 m wide and probably represent stream incision during a lake-level lowstand about 10.3 ka B.P. The channels filled with sediment during the subsequent transgression and lake-level highstand, which climaxed about 4.5 ka B.P. As lake level fell from the highstand, the formation of beach ridges and sand dunes sealed off the channel and isolated a small inland lake (Glen Lake), which lies 5 m above the level of Lake Michigan and may be a source of piped groundwater. Our hypothesis is that the paleochannels act as conduits for pore water flow, and thereby locally reduce soil strength and promote slope failure.