The fossiliferous, argillaceous dolostone of the latest Middle Devonian (Givetian) Milwaukee Formation contains abundant disarticulated fish skeletal elements. This study refines depositional environment reconstruction of the Milwaukee Formation through taphonomic analysis of this fish assemblage. Robust skeletal elements of placoderm grinding teeth, fin spines, and armored plating dominate the assemblage. Specimens display variation in taphonomic attributes including color, luster, corrasion (chemical corrosion and/or physical abrasion), presence of pyrite and phosphate permineralization, and epibionts. Rare occurrences of teeth belonging to osteichthyan fish are also taphonomically variable. Associated invertebrates are diverse and include abundant cephalopod internal molds and pyritized brachiopods often randomly oriented in shell hashes. In sum, these observations suggest deposition on a marine shelf between normal and storm wave base. During low-energy background periods, fish plates exposed on the seafloor would undergo initial disarticulation, epibiont attachment, and color- and luster-altering corrasion and phosphatization. Buried skeletal elements were ‘protected’ from epibiont attachment and corrasion, but occasional low oxygen conditions in the substrate led to early diagenetic pyrite permineralization. Periodic high-energy storm events were responsible for complete disarticulation as well as reworking and reexposure of buried skeletal elements (and burial of others), resulting in a time-averaged assemblage with a wide range of taphonomic attributes. Robust placoderm skeletal elements were best suited to survive fossilization in this setting and therefore the placoderm-dominated fossil assemblage appears to be an artifact of taphonomic processes and energy of the depositional environment.