The Bluestem Hills are comprised of alternating, level beds of Permian shale and limestone, some of which are quite cherty. Upland soils in the Bluestem Hills have a complex genesis, having multiple parent materials, and forming under tallgrass prairie in an area that is transitional between udic and ustic moisture regimes. In this study, the micromorphology of three soil series is investigated as part of a larger study in which the spatial distribution and genesis of the selected series are being examined and refined. The series of interest are the Dwight, Konza, and Irwin series which are mapped on interfluves and benches and are classified as Typic Natrustolls, Udertic Paleustolls, and Pachic Argiustolls, respectively. Parent materials have were historically described as clayey sediments, such as residuum, while recent field investigations have described the stratigraphy as loess over hillslope sediment over a paleosol formed in shale or limestone residuum. These three series are similar in that they are all Ustolls mapped on similar landscape positions, contain a well-developed argillic horizon and a paleosol, but differ in epipedon thickness, chemical properties, and particle size distribution. Micromorphological investigations were performed to aid in the identification of parent materials and soil forming processes, providing insight into the genesis of these soils. Thin sections were prepared from the horizons of several pedons and the groundmass and pedofeatures were described using the nomenclature of Stoops (2003). The argillic horizons of all soils typically had granostriated or parallel striated b-fabrics. Lenticular gypsum crystals were observed in the Dwight and Konza pedons, and superimposed laminated limpid clay coatings in the hillslope sediment. All series have similar past and present soil forming processes, differing slightly in landscape position, which likely affects the thickness of the different parent material units, resulting in differences in soil properties.