Fine-grained, inter-reef carbonates of the Silurian (Wenlockian) Racine Formation, Milwaukee County, Wisconsin, formed in a generally quiet-water environment below wave base. These strata preserve a level-bottom community which contains 27guilds and 89 species of skeletal macrofauna. No sedimentary transport of the fauna is apparent, but breakage of shells by predation and reorientation and dispersal of skeletal material by bioturbation are significant taphonomic features. Most suspension-feeding guilds are represented by epifaunal sponges, corals, bryozoans, brachiopods, conocardiids, cornulitids and annelids which occupied a tier from 0 to 2 cm above the bottom. This tier was also occupied by a vagile fauna of gastropods and trilobites. Most skeletal material, as determined by point count, was produced by three guilds of suspension-feeding crinozoans which occupied two higher tiers, from 2 to 6 cm and 6 to 25 cm above the bottom. Soft-bodied burrowers included suspension-feeding worms which fed at the sediment surface and extended to at least 2 cm depth, and a lower tier of deposit feeding worms which extended to about 10 cm depth. Three guilds of cephalopods represent predators within the community. The brachiopod component of this community represents a typical Silurian Dicoelosia community, a type of Silurian assemblage which has been previously characterized as an ecologically simple, brachiopod-dominated fauna. Detailed results from the Racine study suggest that many so-called Silurian brachiopod communities were actually tiered, high-diversity communities dominated by crinozoans.