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Much of the southern Alaska continental margin is made up of marine sedimentary rocks and distinct terranes that have been deposited and accreted from the Cretaceous to the present (Plafker et al., 1994). The Upper Cretaceous to Eocene Chugach-Prince William (CPW) terrane is interpreted to be one of the thickest accretionary complexes in the world, and it is bounded to the north by the Border Ranges fault and Wrangellia composite terrane (Garver and Davidson, 2015). The CPW terrane is inferred to be the Mesozoic accretionary complex of southern Alaska (Amato et al., 2013), but alternate hypotheses suggest it originally formed far to the south (Cowan, 2003). The CPW consists of inboard mesomélange (the McHugh Complex & Potter Creek Assemblage) and stratigraphically younger outboard flysch facies (the Valdez & Orca groups) and associated volcanics (Plafker et al., 1989; Garver and Davidson, 2015; Amato et al., 2013). The blueschist to greenschist Potter Creek Assemblage formed in Cretaceous-Early Jurassic subduction (Amato et al., 2013). The McHugh Complex is made up of mélange and deformed conglomerates and sandstones and ages range from the Jurassic to mid Cretaceous (Amato et al., 2013). The majority of the CPW terrane (>90 %) is comprised of the outboard flysch facies of the Late Cretaceous to Eocene Valdez and Orca groups juxtaposed along the Contact fault system (Garver and Davidson, 2015, Dumoulin, 1987; Fig. 1). The CPW terrane was intruded by the 61-50 Ma Sanak-Baranof belt (SBB) near-trench plutons that are diachronous (Bradley et al., 2003; Cowan, 2003). There are two predominant hypotheses concerning the intrusion of these plutons and the amalgamation and translation of the CPW terrane. The Baranof-Leech River hypothesis suggests the CPW terrane formed to the south and was then translated along the margin (Cowan, 2003). A more northern hypothesis where CPW terrane formed in situ and the Resurrection Plate subducted underneath it (Haeussler et al., 2003). These alternate hypotheses each require a different sediment provenance for the CPW terrane outboard flysch assemblages. The goal of this study is to determine the depositional age, provenance, and original tectonic setting of the flysch facies of CPW terrane, with an emphasis on the younger Orca Group. Using maximum depositional ages (MDA) and the KS test, we delineate four distinctive zircon facies: 1) Miners Bay (~61-59 Ma, n=2244 grains); 2) Sawmill (59-55 Ma, n=1340); 3) Hawkins (55-50 Ma, n=1914); and 4) Montague (52-31 Ma, n=1144) (Fig. 2). A major stratigraphic conundrum is that the oldest Orca is age-correlative and has a similar provenance to the youngest Valdez Group at 61-60 Ma, and the location of these rocks casts doubt of models that rely on the Contact fault system as a terrane-bounding fault.