This report describes a modeling investigation by the U.S. Geological Survey (USGS) of hazards in the Toutle and Cowlitz River valleys posed by hypothetical outburst floods from Spirit Lake, Washington. A massive debris avalanche resulting from the collapse of Mount St. Helens’ north flank during the May 18, 1980, eruption blocked Spirit Lake’s natural outlet into the North Fork Toutle River. Lacking a natural outlet, subsequent runoff in the Spirit Lake watershed contributed to a rising lake level, elevating the potential for debris-dam breaching or catastrophic failure. The influence of highly erodible bed sediment in the upper North Fork Toutle River on downstream flood and debris-flow dynamics and extent is assessed in this study. Simulations of clear-water (non-erosive) outburst floods were used as a baseline and compared to erosive flows that entrain large volumes of material and transition into debris flows along their flow path, revealing the influence of entrainment on hazard extent. Clear-water floods were modeled with the shallow water equations. Erosive flows were modeled with a two-phase granular fluid model that accommodates mobilization and incorporation of sediment from the bed into the overlying flow and resultant changes in flow rheology across a wide range of solid concentrations, from dilute suspensions to dense-granular debris flows. Entrainment of bed material was found to substantially increase the total flow volume (total volume of transported water and sediment is approximately 150 percent of the water volume for non-erosive flows). Erosive flows are shown to exhibit higher flow-front speeds and faster downstream arrival times than non-erosive flows, consistent with volume amplification effects near the actively mobilizing flow front. However, the larger total volume of transported material does not necessarily lead to an enhancement of total volume throughput (cumulative discharge) or inundation extent (total affected area) for all locations along the entire flow path; while entrainment leads to the displacement of a larger volume of material overall, much of this dislocated material (water and sediment) deposits upstream from the distal extent of the flows. These results are consistent with energetic considerations of initial potential energy and granular shear resistance.