Pholiota destruens (Brond.) Gillet Cap 8-20cm across, convex when young, expanding to more broadly convex in age, with a margin shaggy from veil remains; whitish, creamy, or ochre, sometimes gradually darkening on the disc to nut brown or dark yellow-brown, with dingy white or buff, woolly scales or patches of veil remnants. Gills adnate to sinuate, close, broad, edges even; white when young, becoming deep rusty cinnamon from the spores. Stem 50-150x 10-30mm, enlarged to 70mm at the base, hard, solid; white then brownish in age, particularly in the lower section; numerous thick white cottony patches up to the evanescent, cottony ring; silky at the top. Flesh thick, firm; white. Odor not distinctive or mildly fungusy. Taste slightly disagreeable but hardly distinctive. Spores ellipsoid to oval, smooth, with pore at tip, 7-9.5 x 4-5.5µ. Deposit cinnamon brown. No pleurocystidia; caulocystidia abundant. Habitat singly or in clusters on logs and dead wood, particularly poplar, cottonwood, and aspen. Found in central and northern North America and New Mexico. Season September-November. Said to be edible.