Valley-fill deposits form a significant class of hydrocarbon reservoirs in many basins of the world. Maximizing recovery of fluids from these reservoirs requires an understanding of the scales of fluid-flow heterogeneity present within the valley-fill system. The Upper Cretaceous Dakota Sandstone in the San Rafael Swell, Utah contains well exposed, relatively accessible outcrops that allow a unique view of the external geometry and internal complexity of a set of rocks interpreted to be deposits of an incised valley fill. These units can be traced on outcrop for tens of miles, and individual sandstone bodies are exposed in three dimensions because of modern erosion in side canyons in a semiarid setting and by exhumation of the overlying, easily erodible Mancos Shale. The Dakota consists of two major units: (1) a lower amalgamated sandstone facies dominated by large-scale cross stratification with several individual sandstone bodies ranging in thickness from 8 to 28 feet, ranging in width from 115 to 150 feet, and having lengths as much as 5,000 feet, and (2) an upper facies composed of numerous mud-encased lenticular sandstones, dominated by ripple-scale lamination, in bedsets ranging in thickness from 5 to 12 feet. The lower facies is interpreted to be fluvial, probably of mainly braided stream origin that exhibits multiple incisions amalgamated into a complex sandstone body. The upper facies has lower energy, probably anastomosed channels encased within alluvial and coastal-plain floodplain sediments. The Dakota valley-fill complex has multiple scales of heterogeneity that could affect fluid flow in similar oil and gas subsurface reservoirs. The largest scale heterogeneity is at the formation level, where the valley-fill complex is sealed within overlying and underlying units. Within the valley-fill complex, there are heterogeneities between individual sandstone bodies, and at the smallest scale, internal heterogeneities within the bodies themselves. These different scales of fluid-flow compartmentalization present a challenge to hydrocarbon exploration targeting paleovalley deposits, and producing fields containing these types of reservoirs may have significant bypassed pay, especially where well spacing is large.