In low lying damp, wet, Hemlock woods. Caps 11/2" wide, margin decurved, and cuticle peels at least halfway. Flesh white, soft, unchanging in KOH. Stipe 21/2" long x 1/2" @ apex, and 5/8" at base, brittle but not fragile with unchanging white flesh. Gills whitish becoming grayish to charcoal gray upon bruising. Odor pleasant to slightly fragrant; taste oily to very slightly acrid. Brought to me by a friend. No spore print obtained. A few minutes after peeling the cuticle the cap flesh turned a bit pinkish, and by the time I took the photos it wasquite pink.