Cap: 1.4-3.5 cm broad. Conic to convex to broadly convex, eventually plane in age, typically not umbonate. Colour deep chestnut brown, hygrophanous, fading in drying to pale tan to yellowish brown, even dingy grayish white in drying. Surface viscid when moist from a separable gelatinous pellicle.
Gills: Attachment adnate to adnexed, to slightly subdecurrent in age, light grayish when young, becoming purplish brown with maturity with whitish edges.
Stem: 30-70 mm long by 2-4 mm thick, straight to flexuous, equal to enlarged near the base, longitudinally striate, and adorned with fine fibrils that become bluish when handled. Yellow brown to light tan underneath. Partial veil white, cortinate, copious, leaving fibrillose veil remnants, sometimes a fragile annular zone on the upper regions. Flesh brownish, bruising bluish.
Microscopic features: Spores purplish brown in deposit, subellipsoid, 9-12 by 5.5-7 microns. Basidia 4-, rarely 2-spored. Pleurocystidia absent. Cheilocystidia fusiform to lanceolate, 22-33 by 5.5-7 microns, with an elongated, forking neck, 1-1.5 microns thick at apex.
Habit, habitat and distribution: Growing gregariously to scattered primarily along the coastal regions from northern California (San Francisco Bay Area) north to British Columbia. Associated with bush lupines and especially common on flood plains on river estuaries flowing into the Pacific ocean. Also frequently found in coastal rhododendron gardens and nurseries.