Tree, shrub/sapling, and herbaceous strata of three second-order watersheds in Breathitt County, Kentucky, were sampled in 65 plots (plot size = 0.04 ha) using a plot/plotless technique. Liriodendron tulipifera, Tsuga canadensis, Fagus grandifolia, and Quercus alba dominated the lower slopes, Quercus velutina and Q. prinus the upper slopes, and a mixture of upper and lower slope taxa dominated the middle slopes. Tree density (406 stems/ha), basal area (37.6 m2/ha), diversity (H’), and equitability (J’) were similar for all three slopes positions. Compositional differences between the slope positions remained distinct in the shrub/sapling layer, however, the herbaceous layer was less distinct between slope positions. Fifty-five species of trees and shrubs and 66 herbaceous species occurred in the plots. This study, combined with others, strengthens the view that in the absence of disturbance and short-sighted management techniques plant succession in the Cumberland Plateau is generally predictable and that second-growth forests can become indistinguishable from our present-day old-growth remnants.