Scaphitid ammonites (scaphites) are among the most common ammonites in the Upper Cretaceous of the U.S. Western Interior. We have examined species of Hoploscaphites from the Campanian and Maastrichtian Pierre Shale and Bearpaw Shale for clues about their mode of life and habitat. Like most other ammonites, scaphites exhibit determinate growth. The “morphogenetic countdown” begins at the point at which the shell departs from the spiral coil and develops into a shaft and recurved hook. This is accompanied by a reduction in the spacing of ribs and tubercles on the hook and the formation of a constriction and varix at the aperture. Internally, this coincides with a decrease in septal spacing. The common association of scaphites and benthic fossils (e.g., Inoceramus) is interpreted as reflecting oxygen-rich episodes in the history of the Western Interior Seaway. Habitat depths are estimated at less than 100m, based on faunal associations and studies of the mechanical strength of the septa and siphuncle. Analyses of the isotopic composition of the shells suggest that the animals lived near the sea floor. The high angle of orientation of the aperture at maturity (approximately 100°) seems incompatible with a nektobenthic mode of life. The constricted aperture ending in a thin lip may also have restricted unimpeded movement of long, muscular arms protruding from the aperture. Adults were probably poor swimmers, based on a comparison of their musculature (as inferred from their muscle scars) with that of nautilus (assuming that such a comparison is valid). The lack of a hyponomic sinus on the midventer would have prevented the animal from extending its hyponome below the shell in order to swim forward. As a consequence, scaphites may have been limited in their movement to swimming backward or downward, and may have exploited a low-energy lifestyle, remaining at a single site for an extended period of time. They may have consumed small prey in the water column, which is consistent with the presence of an aptychus-type lower jaw.