Summary:
Distinctive features are pale overall color, a thick-fleshed cap, soft whitish veil remnants (scales or patches) on the cap, a thick hard stem with woolly scales, grouped occurrence on poplar or willow, and a brown spore deposit.

Cap:
5-20cm, convex becoming broadly convex or rarely flat; white to creamy, buff, or at times ocher to brownish; slightly viscid when moist, "covered with soft or cottony, whitish to buff scales or patches" which may become matted or wash off when old, "margin often shaggy from veil remnants", (Arora), (6)8-16(20)cm across, convex becoming broadly convex or rarely umbonate; pallid to whitish or creamy to ocher, at times darkening on disc to avellaneous, wood-brown or "Dresden brown" [Ridgway(1) color, a dark yellow-brown]; decorated with whitish to dingy buff remnants of the copious veil in the form of floccose scales or patches which may become matted or washed off when old; slightly viscid when moist, margin shaggy from copious veil remnants, (Smith)

Flesh:
thick, firm; white, (Smith)

Gills:
adnate or notched, close; white becoming dull brown to deep rusty-cinnamon when old, (Arora), adnate to sinuate, close, broad; white when young, becoming deep rusty-cinnamon from spores when old; edges even, (Smith)

Stem:
(3)5-15cm x 1-3cm, equal or widening downward, "central or off-center, solid, hard"; white but often developing brownish stains in lower part when old; smooth above the slight superior ring, in lower part of stem "at first clothed with whitish to buff scales and patches", (Arora), 5-12(18)cm long and 1-3cm wide at top, equal or club-shaped, (2)5-7cm wide at base, central or eccentric [off-center]; white at first, brownish at least on lower part when old (especially if water-soaked); silky above the fleeting, floccose-cottony ring, below the ring at first copiously decorated with whitish to buff scales and patches from the thick, white, floccose veil, (Smith)

Veil:
cottony, white, forming a slight superior ring on stem, or disappearing, (Arora), veil thick, floccose-cottony, white, on the cap leaving floccose scales or patches, with the margin often shaggy from veil remnants, on the stem forming scales or patches up to the floccose-cottony, fleeting ring, (Smith)

Odor:
not distinctive (usually fungoid), (Smith), of malt (Lincoff(1))

Taste:
"slightly disagreeable but hardly distinctive", (Smith), somewhat bitter but sometimes sweetish, (Lincoff(1)), unpleasant, bitter, (Buczacki)

Microscopic spores:
spores 7-9.5 x 4-5.5 microns, elliptic, smooth, with a germ pore, chrysocystidia absent, (Arora), spores 7-9.5 x 4-5.5 microns, in face view elliptic to ovate, in side view somewhat inequilateral to elliptic, smooth, apiculus not conspicuous, apex in some obscurely truncate from distinct germ pore, wall thickened (up to 0.5 microns), near cinnamon brown as revived in KOH, paler in Melzer''s reagent; basidia mostly 4-spored, 28-35 x 5-7 microns, clavate, colorless in KOH, faintly yellow in Melzer''s reagent; pleurocystidia none, cheilocystidia 25-34(66) x 4-9 microns, "cylindric, narrowly clavate, or cylindric-capitate", walls smooth, colorless and thin, content homogeneous; clamp connections present

Spore deposit:
cinnamon-brown (Arora), "cinnamon-brown" (Smith)

Notes:
Pholiota populnea found in BC, WA, OR, and ID from the Pacific Northwest. There are collections at the University of British Columbia from BC and AB, collections at the University of Washington from WA, AK, and NY, and a collection at Oregon State University from OR. Smith(3) examined collections from ON, CO, ID, MI, MN, NM, NY, OH, OR, SD, UT, WY, and give distribution that includes WA, and "from New York through the Central States to the Pacific". Breitenbach(4) give distribution (of Pholiota populnea) as North America and Europe

EDIBILITY

yes, but rather tough and poorly flavored (Arora)

Synonyms and Alternate Names:
Hemipholiota destruens (Brond.) Romagn.
Hemipholiota populnea (Pers.) Bon (reproposed as current name)
Pholiota destruens (Brond.) Gillet