[1] Clay-rich mass transport deposits (MTDs) in the Ursa Basin, Gulf of Mexico, record failures that mobilized along extensional failure planes and transformed into long runout flows. Failure proceeded retrogressively: scarp formation unloaded adjacent sediment causing extensional failure that drove successive scarp formation updip. This model is developed from three-dimensional seismic reflection data, core and log data from Integrated Ocean Drilling Project (IODP) Expedition 308, and triaxial shear experiments. MTDs are imaged seismically as low-amplitude zones above continuous, grooved, high-amplitude basal reflections and are characterized by two seismic facies. A Chaotic facies typifies the downdip interior, and a Discontinuous Stratified facies typifies the headwalls/sidewalls. The Chaotic facies contains discontinuous, high-amplitude reflections that correspond to flow-like features in amplitude maps: it has higher bulk density, resistivity, and shear strength, than bounding sediment. In contrast, the Discontinuous Stratified facies contains relatively dim reflections that abut against intact pinnacles of parallel-stratified reflections: it has only slightly higher bulk density, resistivity, and shear strength than bounding sediment, and deformation is limited. In both facies, densification is greatest at the base, resulting in a strong basal reflection. Undrained shear tests document strain weakening (sensitivity = 3). We estimate that failure at 30 meters below seafloor will occur when overpressure = 70% of the hydrostatic effective stress: under these conditions soil will liquefy and result in long runout flows.