Soils from two catenas on north-and south-facing slopes of a kame were analyzed to determine the effect of lithology, topography, and microclimate on profile development. In loess on the north-facing slope, where microclimate favored CaCO 3 dissolution and clay translocation, pedogenesis was rapid and an A-E-Bt-C profile developed. In contrast, an A-Bt-C profile developed on the south-facing slope. In gravel where limestone/dolostone dissolution was slow, A-C profiles were found and CaCO 3 was depleted to a ≤ 25-cm depth, 20± cm less than reported for similar Michigan soils. Slopewash and runoff are inferred to have caused silt accumulations and greater infiltration at the base of ≥ 20° slopes, resulting in a thicker solum in foot-and toe-slope positions, whereas on slopes of ≤ 7° infiltration and interflow are the dominant processes, resulting in a thicker solum on the transportational midslope. The differences in soil profile development are attributed to sediment facies changes at 25- to 50-cm depth and resulting groundwater movement. Key words: soil development, soil spatial variability, kame slope catena, Wisconsin.