The project includes portions of tributaries and the main stem of Pond Creek, a third order stream, that was severely entrenched, exhibited accelerated bank erosion and a lack of bed-form diversity that had produced poor habitat quality. Levees, erected to support both agricultural and duck impoundment purposes, confined the stream channel and prevented floodplain access. The primary goals of this restoration project were to restore stability, improve water quality, enhance aquatic habitat, and restore riparian buffer function. A Priority I approach was used to recreate floodplain access, increase sinuosity, improve instream habitat, and reestablish native riparian buffers. To accomplish this, the levees were moved away from the existing channel to allow for a more sinuous planform and a functioning floodplain. Setback of the levee, restoration of a more natural channel dimension, pattern and profile and reconnection to a functional floodplain will reduce flood velocities, prevent excessive scour and erosion, and more effectively transport sediments provided by the watershed. The reduction in sediment inputs and the use of instream structures will improve aquatic habitat and maintain the diversity of the bedforms while the reestablishment of a native buffer will filter and capture sediment and further improve both aquatic and terrestrial habitat. The project was developed and implemented in cooperation with the West Tennessee River Basin Authority and demonstrates that restoration in conjunction with levee setbacks can produce results that benefit both landowners and the environment.