The Downeys Bluff'Member' is the uppermost or top member. It is grey, light to medium in hue. The limestone is fairly clean, with small amounts of clay and shale. It contains a variety of textures, the most noted are micritic, oolitic and skeletal.
Popcorn Sandstone Member or Popcorn Sandstone Bed is the lowest member of the Paoli and marks the base of the ChesterianSeries. It is not found throughout the entire Paoli. The Popcorn is sometimes included with the Aux Vases Member in other areas it is its own separate member.