The Upper Old Red Sandstone at Milton Ness, Scotland, is notable for its excellent preservation of calcrete textures, which are comparable with some of the best Quaternary examples. It is also significant for the implications that can be drawn from the association between karst and calcrete, with this example interpreted to have formed entirely within a semi-arid environment. Karst cavities were developed in a mature hardpan calcrete, generated in sandy fluvial sediments with associated aeolian deposits. Subsequent to karst cavity generation, clasts derived from the subaerially exposed hardpan were locally transported and deposited as a laterally traceable bed connecting the tops of all the cavities. Both this bed and the karst infills were subsequently recalcretized in the final phase of the profile's evolution. Although calcrete-karst associations often are interpreted as the alternation between semi-arid and humid climates, respectively, this example is interpreted to be a result of water accumulating on the nearly impervious hardpan surface under fairly constant semiarid conditions, evidenced by the recalcretization of both the karst infill and the calcretederived breccia ('boulder calcrete'). Additional substrate modification also has taken place by plant roots; the remarkable development of rhizoliths in these Old Red Sandstone sediments should emphasize the need to consider plant influence on other non-marine rocks of post-Silurian age.