Summary Downhole mud/shale interaction can only be properly understood if rock mechanical, shale hydration, and fluid transport phenomena are taken into account. This paper presents a review of Koninklijke Shell E&P Laboratorium's research on borehole stability in shales. Mechanisms relevant to shale stability, including pore pressure penetration (the gradual increase in pore pressure resulting from high mud weight), capillary threshold pressures, compressive and tensile failure, postfailure stabilization, hydration stress, inhibition, and osmotic phenomena are discussed. We attempt to integrate these mechanisms into a comprehensive model for shale behavior.