Detailed facies characterization in the Wolfcamp B and lower Spraberry intervals of two drill cores in the Midland Basin has yielded five main lithofacies with distinctive physical, chemical, and biologic attributes. The main attributes for facies identification include lithology and/or mineralogy, texture and/or fabric, porosity, hydrogen index, and total organic carbon content. The methodologies are focused on detailed core description, thinsection petrography, quantitative x-ray diffraction, and field emission scanning electron microscopy (SEM). Porosity data are primarily based on Gas Research Institute (Core Laboratories) measurements and field emission SEM assessment. Moreover, the depositional and diagenetic controls on facies development are addressed to assess the dominant geological processes that govern reservoir quality and distribution. A model of five end-member facies is proposed to characterize source and reservoir elements through delineating facies tracts. The five end-member facies are as follows: facies 1: silty mudstone, optimal source, and optimal to fair reservoir; facies 2: muddy siltstone (optimal source and optimal reservoir); facies 3: silty calcareous mudstone (good source and good reservoir); fades 4: bioclastic wackestone-floatstone (fair source and fair reservoir); and facies 5: packstone-grainstone (poor source and poor to excellent reservoir). The proposed facies scheme aims to provide a more comprehensive approach to capture the high vertical and lateral variability in this mixed carbonate and fine-grained clastic succession. Through this detailed textural, compositional, sedimentologic, and diagenetic approach, this facies model can be used to better understand reservoir quality and distribution throughout the Midland Basin.