This study investigates the role of mechanical layering and fractures on flood-related erosional undercutting and resulting rapid spillway recession. In the summer of 2002, 86 cm of rain fell in an 8-day period across the Guadalupe River drainage basin in central Texas, causing Canyon Lake reservoir to completely fill and overtop the emergency spillway for the first time. The resulting flood incised a gorge into the mechanically layered Glen Rose Formation and caused headward erosion (recession) at the downstream edge of the emergency spillway. Comparison of pre- and post-flood imagery and assessment of flood records indicates that maximum recession localized at the northern end of the emergency spillway where 28 m recession occurred. This recession occurred at an estimated rate of up to 10 m/day during the first ~3 days of the flood, which is among the highest rates of recorded bedrock recession. Analysis of historical photographs, field observations and measurement of erosional undercutting, along with measurements of fracture orientation, fracture spacing, and mechanical rebound are used to understand rock mass characteristics that influenced erosional undercutting and rapid recession of the spillway. Evidence of significant undercutting was observed where incompetent argillaceous wackestone (marl) underlies competent limestone. These results reveal that the greatest amount and rate of recession of the spillway was associated with undercutting and toppling collapse of fracture-bounded limestone blocks. Block size may be a factor in continuation of the process, in that large blocks may accumulate at the base of the scarp and inhibit continued erosional undercutting, whereas in other areas smaller eroded blocks can be carried away by the floodwaters and undercutting may continue, facilitating recession. The combination of mechanical contrast between layers and natural fractures in competent layers together contributed to exceptionally high rates of headward erosion. Observed rock mass erodibility behavior was in the range of medium to high erodibility in limestone with widely spaced fractures that would normally be expected to have very low erodibility. Bulk rock mass erodibility in this situation was similar to the most erodibile layer, specifically, the marl at base of spillway pour-off cliff