Lightweight cellular concrete (LCC) is mainly a mixture of water, cement, and foam bubbles. LCC generally has a cast density between 20-60 pcf and an air content between 49-84%. LCC is often used as a fill material because it has a low unit weight which reduces settlement. LCC is increasingly being considered as a backfill behind Mechanically Stabilized Earth (MSE) walls and embankments. Although engineers are using LCC in MSE walls or free face walls (MSE wall without the concrete panels or reinforcements), there is presently a lack of information regarding the performance and behavior of LCC to guide them. This research attempts to answer questions on the design of MSE walls backfilled with LCC and free face LCC walls by providing a well-documented case history and evaluating if LCC can be modeled as a c-ϕ material. A steel frame test box (10 ft wide x 12 ft long x 10 ft high) with a MSE wall on one side was constructed for the research. The box was filled with four lifts of LCC with steel ribbed-strip reinforcements extending into the LCC behind the MSE wall panels at the center of each lift. After the LCC was cured, two static load tests were performed by applying a surcharge load to the surface of the LCC. In one test, surcharge pressure was applied adjacent to the MSE wall to produce failure of the wall system. In a second test, the surcharge pressure was placed adjacent to a free face of the LCC to produce failure. String potentiometers (string pots), load cells, pressure plates, and strain gages were used to measure the behavior of the MSE wall and free face wall during testing. These two tests provided a comparison between LCC behavior with a MSE wall relative to a LCC free face. Failure of the free face wall with unreinforced LCC backfill in this test can be predicted using Rankine’s lateral force equation using a c-ϕ model. Failure angle at the base of the free face wall was between 51-63° which corresponds with an average friction angle (ϕ) of 24° and cohesion (c) of 1575 psf with an upper bound ϕ = 34° and a c = 1285 psf. The presence of reinforcements in the LCC backfill behind the MSE wall increased the capacity of the wall to hold a surcharge load. The presence of reinforcements in the LCC behind MSE walls also led to a much more ductile surcharge pressure vs. lateral deflection curve for the MSE wall compared to the free face wall.