THE NORTH FORK OF THE SHENANDOAH RIVER RISES ON THE EAST SLOPE of Shenandoah Mountain, not much more than 100 miles from Washington. I went looking for the headwaters one Saturday last spring, driving west and then south and then west again. The fledgling river I found had been stocked with brook and rainbow trout so slouch-hatted natives perched on the bank could haul them out again on baited lines; the soft light left by a sun sinking early into mountainous West Virginia gave the stream a dark, inscrutable quality.

It passed through Brock's Gap, under a teetering slab of stone, where a single roadside attraction displayed elemental words in neon: "Eat" and "Drink." Inside, cases of beer were stacked against one wall. I could have bought my own fishing supplies, flashlight batteries, groceries, a cheeseburger -- and a used .357 Magnum with a scope.

Bearded young men had detached themselves from their pickups to drink in booths overlooking an eddy in the North Fork; a curious sympathy existed between the efforts of the fishermen outside and those of revelers making confabulatory casts for the pretty barmaid with the rose tattoo on her shoulder. Overhead, a daunting array of guns hung from the ceiling, price tags attached. I counted 34 pistols and 50 rifles and shotguns, and was reminded of an outpost in Wyoming, not Virginia.

I told the barmaid that selling guns and alcoholic beverages simultaneously was illegal, at least in theory. She said brightly, "Oh, we've been doing it for 50 years. We're grandfathered."

I was looking for the real Shenandoah Valley, a legendary place. This seemed a likely spot to begin. THEY ALL CALL IT "THE VALLEY," BUT THOSE WHO LIVE THERE DICKER OVER the bona fides. Roanoke to Winchester is the most common description, although some say it runs from Roanoke to Harpers Ferry. That is too much country for most of the residents. "Lexington to Harpers Ferry, maybe," says an engineer living in the latter, near the confluence of the Shenandoah and Potomac rivers, while a lawyer in Roanoke points out that Harpers Ferry is halfway between him and New York City.

Rarely does a sprawling geographical entity arouse such close personal associations. A clerk in a tire store in Luray, for instance, not far from the South Fork of the Shenandoah River, says of someone living further west, "Oh, he's not in the Shenandoah. He's over New Market way."

A pharmacist in Edinburg, just over the gap from Fort Valley, can gaze out the back of his shop on a creek that joins the gorgeous, dark-watered, seemingly pristine loops of the North Fork and say with assurance, "Harrisonburg to Strasburg, that's the Shenandoah. Now the South Fork, that's in Page Valley."

Whatever its official boundaries, the Shenandoah Valley -- known also as the Valley of Virginia -- is one of the most celebrated place-names in the country, a magnificent trough between two ancient mountain ranges, the Blue Ridge and the Allegheny. It connects a portion of the mountainous south to the first geo-political inklings of the northeastern United States, and carries a significant load of history, romance and topographical complexity. John Lederer is the accredited first white explorer. The valley was settled in the 17th century, with the usual concomitant Indian and Anglo "outrages." George Washington surveyed a good bit of it as a young man employed by the sixth Lord of Fairfax. The Rebs harassed the Yankees throughout it, and they in turn inflicted upon the valley the 19th-century equivalent of defoliation. Later, it was mined, roaded and cut-over, and came back in style: richly wooded, physically imposing, a rugged, vernal haven for wildlife and some of the best rambling anywhere.

The valley is also riven with man's industry; today the air carries that burden, including emissions rising from the ribbon of Interstate 81 that provides the view most American have of the Shenandoah. Still, even at a time when the valley's natural beauty is threatened by new householders, all-terrain vehicles and gypsy moths, the spectacle is probably as imposing as it ever was.

Geographical uncertainty begins with the dual river system. Both the South Fork and the North Fork of the Shenandoah, which come together at Front Royal, flow north. Logically the North Fork should be called the West Fork and the South Fork should be called the East Fork, but they are not, and that's just part of the difficulty. Among the headwaters of the larger South Fork are the North River, which flows mostly east, and the South River, which flows mostly north. (Some early explorer left his compass in the saddlebags.)

Massanutten Mountain, a rugged, tectonic wrinkle in the center of the Shenandoah Valley, interferes with the view of the Allegheny or the Blue Ridge, depending upon where you happen to be, adding to the confusion. The Massanutten, as it is known, contains its own hidden jewel, Fort Valley, spilling northward and rimmed by the national forest that lies like a sublime, tattered blanket over much of the Shenandoah.

Whether or not George Washington, for whom the 1.1 million-acre national forest is named, fathomed the topography of the place, I do not know. He probably had other things on his mind, like smallmouth bass, or native brook trout that can still be caught up in Shenandoah National Park. But if Washington had not been snowed in at Valley Forge in 1777, so the local story goes, he would have brought his army down to Fort Valley, where he could have lived off the land and turned back any assault by using the valley's natural fortifications. WASHINGTON MISSED HIS CHANCE, OF COURSE, AND THE military man most associated with the Shenandoah is that later rebel, Stonewall Jackson, whose name shows up again and again in historical sketches about the valley. The Confederate general's nickname seems apt in this context; the Shenandoah's rocky walls proved crucial to his success.

Somewhat more than 300 million years ago Africa collided with North America, giving rise to this useful feature. According to Keith Frye's Roadside Geology of Virginia, "the Blue Ridge was shoved over rocks of the Shenandoah Valley on a thrust fault." The rocks of the Shenandoah were pushed over something known as the Valley and Ridge Province, a larger geological formation of which the Shenandoah Valley is part. It is characterized by linear folds and various faults, the result of so much shoving at the end of what is known as Pennsylvanian time.

The Blue Ridge, mostly basalt, is the oldest; the Massanutten comes next; and finally the Allegheny, itself one of Earth's most ancient mountain ranges. Underlying the valley is relatively soft limestone that runs for hundreds of miles, north and south, and accounts for the vast depression of the valley itself, worn away by the elements. Wade in either fork of the Shenandoah and you will encounter slippery ridges like giant comb marks -- cutting edges of the continuing erosion.

The Massanutten, rising as it does between the Blue Ridge and the Allegheny, is a large syncline, or "down-warped fold," buckled rock held up by harder interior sandstone. This and shale also form the spine of the Alleghenys further west. A geologist will tell you that the consequence of colliding continents is considerably more complicated than this simple explanation, and that the confusion of north and south, east and west in the Shenandoah is a simple reflection of a larger complexity.

Stonewall Jackson used this landscape to great advantage in the summer of 1862. He first defeated a force under the leadership of John C. Fremont on the west side of Shenandoah Mountain, then marched back into the valley at Harrisonburg to menace the forces of Nathaniel P. Banks, dug in at Strasburg. Sending his cavalry up the west side of Massanutten Mountain from New Market in a feint, Jackson drove his main forces across the mountain and fell on the Union outpost at Front Royal. Victorious, he conducted a guerrilla campaign among the valleys and ridges that culminated in another significant victory at Winchester and made Jackson for a time more venerated among Confederates than Robert E. Lee.

Pursued south by the combined forces of Fremont and James Shields, Jackson crossed the last undamaged bridge on the South Fork of the Shenandoah at Port Republic and, with the forces of Richard B. Ewell, turned to fight, near Cross Keys. The Union force was twice as large, but its two armies were separated by the unfordable river, and Jackson struck another blow at the Union forces before successfully retreating eastward over the Blue Ridge. "Jackson's Valley campaign," James McPherson wrote in Battle Cry of Freedom, " . . . is still studied in military schools as an example of how speed and use of terrain can compensate for inferiority of numbers."

Other campaigns were launched against the Union through the conduit of the Shenandoah, also a main source of provisions for the Confederates. Atrocities were committed by both sides. Ulysses S. Grant instructed his generals in 1864 to turn the valley into "a barren waste . . . so that crows flying over it for the balance of this season will have to carry their provender with them." The cavalry of Philip H. Sheridan dutifully destroyed 2,000 barns full of harvested grain and hay and requisitioned 4,000 head of stock.

The valley suffered other, more protracted ecological disasters. Early settlers had found a paradise of trees and animals. An early historian, Samuel Kercheval, wrote, "The buffalo, elk, deer, bear, panther, wildcat, wolf, fox, beaver, otter . . . were abundantly plentiful." Half those species are gone, due largely to the destruction of the forest. The valley served as a supplier of pig iron in the early 1800s, when the trees fueled the industrial fires. Elizabeth's Furnace in Fort Valley and other such relics are all that are left of the various booms that deforested the slopes. Hemlock, chestnut and oak were cut just for the bark, used in tanneries before chemical substitutes were found. Clear-cutting for lumber was the common practice, and into the early years of this century it starkly revealed the valley's recalcitrant geology.

More recently, Avtex Fibers, once one of the nation's largest rayon producers, shut its doors after it was found to have discharged pollutants into the South Fork 2,000 times between 1980 and 1989, fouling the water from Front Royal to Harpers Ferry. WITH SOME LOCAL GUIDANCE, I FOUND A MAN WHO HELPED build Skyline Drive during the Depression. His name is John Shuda, and he stood with the help of a walker at the window of his house south of Luray, looking out at the same view that confronted him when he got off the train from Philadelphia half a century ago.

Skyline Drive amounted to a campaign against the strip of forest along the valley's eastern spine. The colossal project brought in many outsiders like Shuda, who joined the Civilian Conservation Corps in 1936 and was sent down into what he considered intractable wilderness -- Front Royal to Thornton Gap. "I thought I was in heaven," Shuda said, of his first day in the valley in 1938. "They loaded us on trucks bound for Big Meadow, and a friend asked where that was. 'I don't know,' I told him, 'but I don't think we're ever going to get out of here.' "

In a sense, he and others like him never did get out. They earned $1 a day, plus clothes, for hours wielding axes, picks and mattocks. Shuda married a local girl and today, at 69, speaks proudly of Skyline Drive opening up Shenandoah National Park for working people "who can't afford to go to the Bahamas or Hawaii."

Outsiders are still an unavoidable factor in any view of the valley. The Shenandoah Travel Association in New Market has 60,000 visitors a year, most of them tourists. Approximately 20,000 vehicles ply Interstate 81 every day, a 60 percent increase since 1980 and a huge factor in the valley's economy. When I asked the executive director of the association to name the valley's biggest tourist attraction, she said, "I wouldn't touch that with a 10-foot pole."

Hundreds of her members compete for the transient dollar and would not appreciate such a ranking. The biggest attractions seem to be related to geology -- the caverns in Luray and on the west side of the Massanutten, and Natural Bridge, south of Lexington, which un-naturally channels hundreds of thousands into its viewshed every year, for a price.

Staunton, Harrisonburg and Waynesboro are currently promoting themselves as "the heart of the Shenandoah." Translated, that means an affordable environment for businesses that need to ship things quickly and efficiently, taking advantage of Interstate 81, the proximity to the big cities of the East Coast and the huge portion of the nation's population that lives within a few hours of the valley. There are 17 trucking companies in Rockingham County alone.

The biggest companies are involved with food processing, printing, pharmaceuticals, light manufacturing, clothing and timber. Specialists tend to come from outside, drawn by the beauty and the economy of the valley. I was told by the director of the Harrisonburg Chamber of Commerce, Angie LaVanway, herself a transplant, that people in Harrisonburg are now perfecting chicken breasts for McDonald's, preparing spice bases for the Japanese and developing computer programs for the U.S. government. Two restaurants have just sprung up catering to a new level of culinary awareness, "casual Italian" and Tex-Mex. "Tex-Mex in Harrisonburg!" LaVanway said, impressed by this breakthrough.

She and her husband, a horticulturist, moved out from Arlington. "We had to take a cut in pay, but who cares? There we had a quarter of an acre. Here we have a full acre and three times the living space. Things are slower. Meetings sometimes start a few minutes late -- it took me a year to get used to that -- but the quality of life is better." DRIVING THROUGH THE VALLEY, YOU CAN'T AVOID THE sight of low, prefabricated buildings without windows, usually with small feed bins nearby. Few people realize that inside each of these are thousands of chickens waiting to be trucked to the nearest processing plant. Poultry -- including turkeys -- is the industry that provides the most jobs in the Shenandoah and contributes, at least marginally, to the agricultural character of the valley set mostly by dairy farms.

In local parlance, the poultry "grow-out" operations deal in "peepies" that in 48 days grow to about five pounds apiece, part of an astonishing protein output in the Shenandoah that goes directly to supermarkets and fast-food franchises like Kentucky Fried Chicken.

I visited a typical grow-out broiler house on the west side of the valley, not far from the headwaters of the North Fork. It contained 23,000 chickens in an enclosure only 400 feet by 42 feet. I had to put on coveralls and slip my feet into plastic bags, a defense against transmittable avian diseases to which chickens are greatly prone. Inside, in a reek of ammonia alleviated by fans, I looked out on a sea of red heads that dwindled into a haze of dust raised by 46,000 scaly feet. The chickens looked bored, drinking from drip valves, pecking processed pellets from feeders and regarding human interlopers with indifference.

The owner, Rodney Fulk, told me that a broiler house like his costs $100,000 to get into operation. A lot of money rides on the well-being of the chickens, yet Fulk left his door unlocked. When I asked why, he said, "I live in the Shenandoah Valley."

His broilers were soon to be loaded into pens and trucked continued on page 37 SHENANDOAH continued from page 29 down the road to Wampler-Longacre Chicken Inc. in Broadway, owned by WLR Foods Inc., the biggest single chicken processor in the valley. WLR has 12.5 million chickens in the grow-out stage in Virginia and nearby West Virginia. Last year it processed 89 million birds, and that didn't include the turkeys.

About 135,000 chickens go through the Broadway plant every day. Trucks back up to the loading ramps, and surprisingly docile broilers ride on a conveyor belt through semi-darkness, where human "hangers" grab them and slip their feet into metal clamps that hold the chickens upside down. Hanging is one of the most demanding and best-paid jobs: A good hanger will suspend 30 chickens upside down in less than a minute.

What happens to the chickens next is unpleasant but provides an instructive view of the modern, labor-intensive food processing that provides jobs many people cherish. The chickens' heads pass through a pan of electrically charged salt water, to stun, and are then guided into rotary blades that sever them. The carcasses go into a scalding bath in an adjoining room and emerge looking like something out of the pages of Dr. Seuss. Revolving rubber pads strip the feathers off the carcasses, which then pass through a gas flame that singes away whatever feathers remain.

"Evisceration is the most difficult part," explained the plant manager, trying to prepare me, I think, for the protracted spectacle of hundreds of "vented" chickens dancing on a conveyor belt. The eyes above the face masks of the cleaners and cutters, men and women, told me much about human determination and the need for jobs in the Shenandoah.

Eventually the whole chickens are refitted with giblets -- not their own -- packaged, chilled and loaded into trucks backed into refrigerated bays, bound for market. In the company cafeteria, I saw a worker in a hairnet eating fried chicken, elbows propped on the table. "He eats it every day," the plant manager said proudly. "Loves that chicken." FROM BROCK'S GAP THE NORTH FORK flows northeast and passes under Interstate 81 near New Market, largely unnoticed by drivers. It soon picks up Smith Creek and with it sufficient volume to look like what it is, a river. Somewhere above Mount Jackson -- I promised not to say where -- I joined Harry Murray, a red-headed fly-fisher of national renown who has a tackle shop in Edinburg. Intense but personable, Murray grew up under the brow of the Massanutten; he conducts fly-fishing classes and once a year flogs the rivers of western Montana for trout, but this stretch of water draws him most powerfully.

We put on waders, unlimbered our fly rods and went with the flow. Murray expertly shot a popping bug along one bank; I fished the other with a black hellgrammite he had tied, and we talked aimlessly, as fishermen are supposed to but seldom do. He had watched the seasons on the Massanutten for 40-odd years, he said, and never wanted to be separated from it for long. The mayfly hatch was on and in the water ahead of us fed hundreds of fish -- bluegills, redeyes, fallfish and bass. We caught and released a dozen, and hauled out just before dark, with nothing to show for the effort but an immense sense of well-being.

The North Fork gets bigger and loop- ier as it makes its way toward Strasburg and then straightens out for its marriage with the South Fork. The quality of the water is mostly attributable to the presence of the George Washington National Forest, a preserver of runoff, a purifier of the rain and, by its very existence, a brake on development and industry.

Indeed, if there is a single entity that dominates the Shenandoah Valley, it is the "GW," a designation as political nowadays as it is historic. Federal law requires that administrators of national forests respond to the needs and demands of "users," and last April a meeting was convened in the fire station in Edinburg that brought together, among others, the Appalachian Forest Management Group, the Virginia Department of Conservation and Recreation, the Wilderness Society, the Sierra Club, the Audubon Society, the Potomac Appalachian Trail Club, the National Wild Turkey Federation and the Virginia Department of Game and Inland Fisheries.

Discussion ranged from deficit timber sales to improved habitat for the loggerhead shrike to the federal designation of rivers as wild and scenic. People paid $6 to eat roast beef and mashed potatoes, but that was not the main draw. As an outsider I was struck by the accommodation of the U.S. Forest Service representatives hosting the meeting, and by the strength and diversity of opinion about the Shenandoah Valley's greatest single asset, the GW.

Any illusions I had about this as a comfortable, rural get-together were blown away by the knowledge and occasional vituperation evidenced by the participants. A member of Earth First!, in a red down vest, said of all-terrain vehicle owners, "Their machines have no place in the forest," and his colleague, hair pulled back in a ponytail, put it more bluntly to the glow- ering members of the Virginia Four

Wheel Drive Association and the Northern Virginia Trail Riders: "The reason wildlife is having trouble is that it's being pushed out by people. Think about that while you're riding all over everything."

Others argued about wilderness designation, and clear-cutting. The "cut" on the George Washington National Forest amounts to about 38 million board feet annually. Many of the trees go to the Westvaco paper plant over in Covington, but there are small mills and timber operators in the Shenandoah that use the GW and consider the availability of federal timber a God-given right. One compared the Forest Service to an absentee landlord. "You can't zone them," he said, "and you can't appeal their decisions," although the meeting he was sitting in contradicted this.

One argument put forward for an increased cut was the gypsy moth, a voracious, fertile, imported species that is expected to strip 100,000 acres of the GW during this growth cycle; no effective controls are in sight. You could see the egg sacks on trees in various parts of the GW, and naked corridors along Skyline Drive and lower down where the moth had moved inexorably with the wind. The argument of the lumber industry is that it should get the trees before the gypsy moth gets them.

A month later, I went for a walk on the eastern slope of the Massanutten with one of the timbermen present, Cliff Rexrode, who also represented the National Wild Turkey Federation. Rexrode lives near Waynesboro and has hunted and fished all his life. He wears a buck knife in a scuffed case and drives his company Blazer thousands of miles around the Shenandoah each year, cruising potential timber sales. This forest, recently sold, stood on private land; he pointed out ash, gum and oaks that had been marked for preservation, and dead snags on which big "W"s, for "wildlife," had been chalked, designating denning trees also to be saved. "Some cutting is good for the forest," he said. "It brings in the light. Wildlife love it."

Road-building is something else. Roads put in for timber removal make the forest too accessible to all-terrain vehicles, one of the big threats to its integrity. To noise and other disruption are often added trespass on adjacent private property, harassment of animals and people, damage to stream banks, littering, poaching and erosion caused by hot-dogging on steep slopes. Referring to the response at public hearings, Rexrode said, "The people have made it pretty clear they don't want these machines in the woods."

The Forest Service will eventually have to reconcile all opposing views and pass regulations designed to withstand lawsuits, the coin of the political realm today. The ranger for the Lee District of the GW, with headquarters in Edinburg, is John Coleman, who wears jogging shoes and green suspenders and rides a mountain bike to work from nearby Woodstock. He told me there are 250 miles of "non-motorized" trails in his district but that a presidential order now requires that recreational motor vehicles be included in at least the preliminary stages of the new forest plan. "These are tough choices," Coleman said, "and we're sitting out here in a fishbowl, so close to Washington, dealing with these national issues.

"To people who use the forest daily," he added, "they're gut issues. The real one for the valley is the land adjacent to the forest and how it's going to be developed. People come here because it's rural and agricultural, and that could be ruined. We don't want to be Fairfaxed." IN THE END, I SETTLED ON A STRICT interpretation of the Shenandoah Valley, based in the rivers themselves. So I set off for the headwaters of the South Fork.

The South Fork is fed by several smaller rivers that rise near the border of Augusta and Rockbridge counties, which means, according to my strictly topographical interpretation, that Lexington lies outside the valley. To people who ask how I can exclude Lexington, Washington & Lee and Lime Kiln Theater from the Shenandoah, I will say, "Ask the U.S. Geological Survey"; a geologist I talked to there also uses the rivers' headwaters to define the southern limits of the valley.

The tributaries of the South Fork, including the South, Middle and North rivers, had made an impressive body of water by the time I reached Elkton. This put me in mind of another important subject discussed at the Forest Service meeting: the classification of rivers. Thirty-six miles of the South Fork, from somewhere above Luray to just south of Front Royal, meet the criteria for inclusion in the development-restricting wild and scenic river system, meaning that there the river is free-flowing, with outstanding scenic and recreational qualities. So do 39 miles of the North Fork and part of Passage Creek, in Fort Valley.

I planned to float part of the South Fork, starting at the town of Shenandoah, but I found the river dammed. Shenandoah itself was lazily recumbent. The handsome red-brick Lutheran church was built in 1733; the graveyard is full of Comers, Clems and Rogers; and the "business district" comprises little more than video rental, hardware and conve- nience stores, the New Life Gospel Church and a once-thriving railroad yard.

Below Newport, the South Fork begins a rapid fall through beautiful, wooded country that earns it the right to be classified wild and scenic. It is dammed again at Luray and then begins another gorgeous meander, this time past farms and camps under the dramatic fall of the Massanutten.

I put in my canoe and drifted past the blossoms of wild dogwood that punctuated the hardwoods. An osprey hunted ahead of me, and bluebirds teetered on rusted strands of barbed wire. Unfortunately I couldn't help but hear, on a summer weekend, the call of the pie-eyed floater, an urban species that travels raucously by canoe or tube while feeding from six-packs.

Joe Sottosanti, who owns a canoe rental service in the heart of the proposed wild and scenic stretch, is a former insurance broker who bought land backing up to the GW, above the South Fork, in 1959. He left Falls Church to live off pigweed, lamb's-quarters, cattail, fruits and berries, morels and wild game, but has evolved once again into a mainstream consumer.

In 1970, Sottosanti opened the doors of his canoe rental. "I had three leaky canoes," he said. "Nobody did this stuff in those days. Then this reporter called up and wrote a half-page story about me, and I got so many requests I had to get a loan and buy 50 more canoes."

Sottosanti now hosts -- for a profit -- steak cookouts for large corporate and government groups with money to spend, and puts as many as 400 tubes on the river on a weekend. He is also building, for his own peace of mind, a replica of Thoreau's cabin at Walden Pond, using old brick from a ruined homestead, and rough boards.

At Overall, the pie-eyed floaters were beached; from there to Bentonville the river regained its splendid isolation. Then at Karo Landing it broadened and the banks acquired a depressing array of ramshackle cabins and abandoned vehicles. Front Royal, at the confluence of the South and North forks, added more visual as well as industrial pollution, including a sewage treatment plant. Here the river became something else -- a murky, sluggish body of water like too many others in America, unfortunately the only view motorists have from Interstate 66.

Pulling the canoe out of the river, I found myself grateful for those uncluttered stretches to the south, and for the recommendation that they have wild and scenic status and some official protection. This riverine pursuit of the valley had brought me up short of even Winchester ("Home of Patsy Cline"), but I thought: So be it. The Shenandoah is a personal affair.

James Conaway is a Washington writer. His most recent book, Napa: The Story of an American Eden, was published this month by Houghton Mifflin.