PILEUS 3.5-10 cm diam., at first convex-truncate with slightly incurved margin, becoming broadly convex, then plane; pileipellis commonly dark vinaceous brown, “Brussels Brown”, 6E6-6F7, formed of radially oriented hyphae, remaining almost entire on the disc, more distally forming few to many semiconcentric zones of minute, pointed to fascicled-subareolate, more or less appressed squamules, toward the margin these scant to absent, the whitish to slightly drab or yellowish background predominating, this having a radially appressed-fibrillose character, overall aspect often generally pallid with central ornamentation; context to 6 mm thick, whitish, quickly becoming pale vinaceous red between disc and stipe when exposed, odor indistinct, of “mushroom” (of the market) and chocolate, becoming distinctly spicy when exposed. Lamellae free, close (12/cm at 1 cm from stipe), up to 7 mm broad, white at first, later pale flesh color and faintly bruising more rose pink, obscurely if at all marginate (paler), finally dark brown. STIPE equal above an abrupt bulb, 9-10 cm long × 6-15 mm above bulb, 20-28 mm across bulb; surface subglabrous, white, to faintly yellow below, with an obscure evanescent semizonate covering of minute, appressed, semierect white fibrils above and below, becoming lustrous in age; interior stuffed hollow, the cavity 1 mm broad above to 3 mm below, context lustrous, whitish, becoming pale vinaceous red above near surface, pallid-tawny near surface below annulus; basal bulb rooted in coarse leaf litter. VEILS forming a thin (ca. 0.5 mm), white, entire or marginally notched, supramedian, pendant annulus, feltlike above, tangled scurfy-tomentose-fibrillose below, either persistent, evanescent, or soon collapsing.
SPORES dark brown at maturity, ellipsoid, (4.8-) 5.2-5.8 (-6.1) × (3.3-3.4-) 3.5-3.9 (-4.2) μm, mean = 5.5 × 3.7 μm, L/W = 1.49 (N=80, C=8); hilar appendix somewhat prominent; apical pore not evident. BASIDIA predominantly tetrasporic, cylindro-clavate, 15-19 × 6-7 μm; sterigmata 2-3 μm long. CHEILOCYSTIDIA absent, or obscure and basidiole-like, the lamellar margin generally fertile.
CHEMISTRY: KOH on pileus surface teal-olivaceous-greyish, elsewhere sordid or obscurely yellowish.
HABIT, HABITAT, DISTRIBUTION: Solitary to gregarious, in diverse forests, North Carolina, Tennessee, and probably Ohio. October.