[2] From its source east of Bear Mountain, the Williams River flows northwest through forests south of Yew Ridge in western Douglas County west of Roseburg.

Turning north parallel to Threemile Ridge, which is on the left, the river receives Fivemile Creek from the right about a mile further downstream.

Below this, Panther Creek enters from the right, and the river turns west, soon receiving Bear Gulch from the left.

Turning northwest, the stream receives Fall Creek from the right, re-entering Douglas County about a mile downstream from where it left it.

Curving again to the northwest and then the west, the Williams receives Skip Creek from the right and re-enters Coos County.