The evolution of potential temperature and wind structure during the buildup of nocturnal cold-air pools was investigated during clear, dry, September nights in Utah's Peter Sinks basin, a 1-km-diameter limestone sinkhole that holds the Utah minimum temperature record of −56°C. The evolution of cold-pool characteristics depended on the strength of prevailing flows above the basin. On an undisturbed day, a 30°C diurnal temperature range and a strong nocturnal potential temperature inversion (22 K in 100 m) were observed in the basin. Initially, downslope flows formed on the basin sidewalls. As a very strong potential temperature jump (17 K) developed at the top of the cold pool, however, the winds died within the basin and over the sidewalls. A persistent turbulent sublayer formed below the jump. Turbulent sensible heat flux on the basin floor became negligible shortly after sunset while the basin atmosphere continued to cool. Temperatures over the slopes, except for a 1–2-m-deep layer, became warmer than over the basin center at the same altitude. Cooling rates for the entire basin near sunset were comparable to the 90 W m−2 rate of loss of net longwave radiation at the basin floor, but these rates decreased to only a few watts per square meter by sunrise. This paper compares the observed cold-pool buildup in basins with inversion buildup in valleys.