This study is an investigation of aquitard characteristics and hydrocarbon entrapment in the Upper Devonian strata of the Bashaw area of Alberta, Canada. Oil and gas are trapped at two stratigraphic levels, the Leduc-aged Bashaw Reef Complex (D-3) and the Camrose Member-Nisku Formation (D-2), which are separated by a low-permeability aquitard of the Ireton Formation, a marl with variable carbonate content. The Ireton aquitard provides the principal control to cross-formational fluid flow in the area. Over much of the Bashaw Reef Complex, the Ireton aquitard ranges from approximately 25 m (similar to 82 ft) thick to less than 1 m (<3.3 ft) over paleotopographic highs. Associated with thinning is a change in lithofacies and carbonate content from approximately 50% carbonate in the thicker, more basinal facies to more than 80% carbonate and shallower-water facies over the paleotopographic highs of the Leduc. Early replacement dolomitization, probably by density-driven reflux, generated intercrystal porosity on the order of 3 to 4% in the more carbonate-rich facies, which rendered these parts of the aquitard less effective to later hydrocarbon retention. Subsequent differential compaction of the underlying reef complex led to a raised rim morphology and, in places, to a thickness inversion of the Ireton aquitard, that is, a thicker Ireton aquitard draped over the Leduc raised rims. As a result, petroleum migration occurred primarily along the raised rims and was trapped within the present-day highs that are draped by more than 10 m (>32.8 ft) of Ireton aquitard. Where the overlying Ireton aquitard drape is less than 10 m (<32.8 ft) in thickness, breaching and remigration from Leduc traps into the overlying Nisku-Camrose traps may have occurred and/or can be suspected. Invariably, the Ireton aquitard was breached where its carbonate content exceeded approximately 80% and where it is less than 4 m (13.1 ft) thick. The critical controls to hydrocarbon breaching are pervasive dolomitization of the Ireton aquitard with high carbonate content, which enhanced porosity and permeability, and aquitard thickness. Many Nisku and Camrose pools are situated either directly above or updip from such breaches.