We have the exact same thought at the exact same instant, the flying alligator and I.

It's this: "Oh #@%&!"

He's airborne, about to crash headlong into the bow of my kayak. I'm backpaddling like mad, happy to yield the right of way in this narrow creek to the bigger, toothier vessel--the one with the wild eye and the tiny brain.

A few seconds earlier, I had been cruising idly along this delightful cypress-lined channel, one of many that meander artfully through the Okefenokee Swamp. Every now and then I would hear a splash and see some ripples and know that I had spooked another alligator off the bank and into the dark waters. Sometimes I could catch a glimpse of a knobby back disappearing in the swirl. Sometimes I could even glide silently by without disturbing their sluggish repose at all. Either way, they punctuated the placid scene nicely, these safe, distant encounters with the Okefenokee's resident brutes.

But now I've gotten a little closer than intended. Coming around a bend very close to the left bank, a sudden rustling erupts a few yards inland. This is a big one, and he's been sunning well up on what passes for dry land in this marshy world. An eight-foot gator is charging stiff- legged through the grass straight for the sanctuary of water--which means, at this very moment and in this very place, straight for my kayak. By the time he launches his belly flop, it looks as if he might drape himself over my bow.

Each of us, no doubt, feels ill-equipped to deal with this encounter. But I don't have time to think what I've been so often told--that "he's more afraid of you than you are of him."

Instead, what I have time to think is, "Oh #@%&!"

Fortunately, gators don't catch much hang time, even muscular ones with a good running start. This one, after our moment of unsought communion, plunges safely into the murk just shy of my boat, tossing me about a bit on his impressive wake. The bubbles settle down. Eventually, so do I. And off I paddle around the next bend of America's most interesting swamp.

You'll be glad to know the alligators are doing just fine here in the Okefenokee National Wildlife Refuge in South Georgia. But despite their robust numbers and frisky behavior, they rule over a soggy domain that never seems too far from drying up completely. Too often in this tiny patch of fragile, nonprofit swamp--surrounded by coveted minerals and commercial timber--trouble hangs over the black water like Spanish moss. That's why I came to see it now.

"Now is the time," my cousin Randy Booker said to me a few months earlier. Randy is an environmental engineer from Atlanta, a connoisseur of inland waters and my frequent paddling partner. He convinced me that we should launch on no other waterway before we toured the Okefenokee. "It's a spectacular environment. But there's a lot going on down there that worries me. It's changing, for both natural and man-made reasons."

So we made plans to spend three days in the swamp in April--the ideal, pre-bug, pre-sauna season--followed by two days along the river that drains the Okefenokee, the Suwannee River of minstrel fame.

And so, Randy and I are now at Kingfisher Landing, a few miles outside of Waycross. It's a modest entrance to a dramatic change of terrain--no facilities, just a deserted sandy bank kissed by a coffee-colored stream. Behind us, the tall, monotonous pencil pines stand like a brush cut on the surrounding uplands. Before us spreads a vast expanse of semi-submerged forest and grassland.

We're standing on what used to be the shore of a great inland sea, a 650-square-mile dimple in the flat coastal plain of the Southeastern United States. Bound on three sides by natural ridges, the basin holds water like the cupped hand of God, letting out just a finger trickle into the two rivers that drain the swamp to the south, the St. Marys and the Suwannee. But this is open water no more. When we shove off, it's into a land where an epochal battle for dominance between water and land has raged for centuries. Ever so slowly, land is winning.

Within a mile or two, we've left the piney heights and are sailing through something I never expected, a broad sunny grassland. This is Territory Prairie, one of several sunny flats in the swamp. Our trail is a well-marked ebony creek liberally speckled with lily pads, a few of which proudly sport gaudy white corsages. The water here is slowly steeped to a rich red tea by endless pinches of hardwood detritus, the constant fall of twigs and bark and stems. This acidic tannin makes the water not only dramatically beautiful, but especially free of bacterial contamination. In sailing days, Atlantic-bound ships sought out Okefenokee water to fill their kegs.

Binding us on either side, the "banks" of the creek are sheets of maiden cane grass, which anchor a new and still soggy soil. Occasionally we skirt huge floating mats of this shaggy embryonic land, little continents drifting around the swamp.

"There's a constant process of land formation going on here," says Randy, who now finds himself, literally, knee deep in that process. He's climbed out of his boat and is slogging forward to investigate a carnivorous pitcher plant. "Plants die, they sink to the bottom, microbes convert their carbon into methane and carbon dioxide. Every now and then, enough gas builds beneath a layer of organic matter to shove it up to the surface. Grass starts to grow on it, and a new piece of land is born."

From ooze to muck to mud to bog to land. In the distance, we can see the crowing result of this creeping progression from inland sea to inland forest: high, dry wooded islands. Rising from one of the islands we see a wide plume of white smoke. Forest fire; a big one. It's been burning more than a week, temporarily closing western access to the refuge. And it will burn for months longer, sometime dropping to a low smolder down in the peat. Many ecologists see this as a godsend. Fire burns off some of the organic matter that is steadily filling the Okefenokee. It's nature's way of buying more time for the swamp to be a swamp.

But for refuge managers, fire is a mixed blessing. They relish its cleansing effect on the swamp, but cringe at the legal peril it presents when the flames jump the boundary onto private property.

"Fire sets back the successional pattern, and that's a good thing," says Okefenokee ranger Jim Burkhart. "Everybody here realizes that the swamp needs to burn. They're just scared of what happens when that fire jumps out."

After two massive burns in the 1950s, property owners had had enough. In 1960, the Army Corps of Engineers built a five-mile-long dam, known as the sill, along the southern edge of the swamp to hold in water and cut down on fires. It didn't work very well. Fires still flare up in other parts of the swamp, and the sill has played hell with the natural ebb and flow of the river habitats in the southern Okefenokee. After years of deliberation, the Fish and Wildlife Service is now planning to poke two massive holes in the sill, letting the water flow free again.

"Hooray for them," says Randy. "Let's see how well the swamp can take care of itself."

We're deeper in the swamp now and the gators are everywhere, sunning unambitiously until we flush them into the water. It's a world of birds, and Randy regularly interrupts himself to snap out an ID: "Red-shouldered Hawk. American bittern. Great crested flycatcher." Randy has the perfect, eclectic background for a paddling partner. An occasional professional kayak guide, he was a political philosophy major in college. But after a stint of Washington environmental wonkery, he decided to plunge into hard science with a second degree in chemistry followed by a PhD in environmental engineering. He's the only person I know who can quote John Stuart Mill, James Brown and the periodic table with equal ease.

We watch two sandhill cranes pick their way fastidiously through the water on high-stepping, articulated legs. They lift off, impossibly huge, and flap toward the smoky western sky. Their slow-motion flight begs for a big soundtrack: a rush of air, a symphony orchestra. But they make no wrinkle in the utter silence that is the swamp's dominant song.

Soon we make our first camp, on a wooden platform built on stilts driven into the bog. We pull our boats up and spread sleeping bags as far from the portable latrine as possible. Randy naps, I stare across the prairie at a stand of scraggy cypress casting long shadows in the red evening. I love these trees with their shabby southern grace, all disheveled with crazy arms and a spring bed-head of April growth. Each one, draped in tatters of Spanish moss, is a character on the planks of the marsh stage: This one a shipwreck survivor staggering across the swamp. This group, huddled in the breeze, the Burghers of Calais in worried conference. My favorite leans in welcome over the creek, a hostess past her peak, eccentric now, but still charming with a frayed moss shawl over her bony arms.

A pig frog clears its throat and begins its evening call to prayer. A cricket frog joins in, and another and the circle widens until our camp rattles with their throaty celebration of another day done. And the sun is gone.

The next morning, we paddle into the swamp proper for the first time. This is the Okefenokee from the panels of Pogo--a great labyrinth of thick, buttressed cypress rising from the black surface. It's like paddling through a flooded cathedral. Our trail winds in ever tighter knots, through ever thicker growth. My long, double-bladed paddle whacks branches and knocks bugs into my hair until I take it apart and paddle with one short end, canoe fashion.

The more we sculpt the rest of the world to our liking, the more these unfettered places appeal to me. It's just so different here, in part because the landscape architects and Disney Imagineers who actually create great outdoors of their own would never design a space like this.

"I like the swamp," Randy says, "because it works and it's not afraid to be ugly."

But being homely and unique and successful is no guarantee of being left alone. The DuPont Co. wanted to dig a 38,000-acre titanium strip mine hard by the Okefenokee's eastern border, right on the ridge that forms the natural upper mechanism of the swamp's hydrology. Environmentalists were apoplectic, and the Fish and Wildlife Service was dubious that DuPont could properly rebuild this complex land form, as the company promised.

"We're not talking about replanting a pine forest here," says Ranger Burkhart. "This is a sophisticated terrain. It's a ridge that holds water and gradually feeds it into the swamp. You could destroy that drainage."

DuPont has already spent about $20 million on the project. But following sharp criticism, the company has agreed to retire its mining rights for $90 million--in short, a payment not to dig. Between $50 million and $60 million of that money--to come from federal and state governments--would go to DuPont to ease the pain of lost profits. The rest would go to local communities to ease the pain of lost jobs, to purchase land for the refuge and to start a swamp education center. The deal isn't absolutely done, but DuPont says the mine is absolutely dead. "We're not going to be mining in that area," says Richard Straitman, external affairs manager for DuPont White Pigments and Mineral Products. "Frankly, DuPont underestimated the opposition."

Here in the swamp, though, the clash of titanium titans couldn't seem more remote. We're paddling into our second night along a yardstick-straight abandoned canal. The canal was once used to haul peat out of the center of the Okefenokee. Now, with commerce long banned here, the oaks and cypress lining the canal have grown magnificently until the whole route is roofed by a high dappled canopy. It's a Southern Grand Canal, Venice meets Savannah.

At the end is Floyd's Island, a bona-fide hunk of dry land covered in live oaks, high pines and palmettos. We camp in the yard of an old cypress hunting cabin with a commodious front porch. The cicadas are whining away, and we fix our supper under the hard knocks of a pileated woodpecker.

With true dark comes the frog choir again, but this time something else--a more primal noise, a low growl that is felt as much as heard. It's the basso call of a male alligator. We feel our way to the water's edge and listen to them sound off to each other about reptile love and loneliness. A massive, thunderous one rolls across the water. We go back to camp and dream of dragons in the dark.

The next morning we paddle hard. Five steady hours down the Okefenokee's main boulevard, the Suwannee Canal. This 30-foot-wide, ramrod canal is an artifact of one of many misguided attempts to drain the swamp for more productive purposes. Dug in the late 1800s, it plows 10 miles into the heart of the swamp and stops dead. Now it makes an easy, if monotonous, route to the main eastern entrance to the refuge.

For three days we've been absolutely alone. Now we begin seeing other boats, fishermen and day-trippers in canoes. We take out at the main docks of the Suwannee Canal Recreation Area. After loading the boats onto my truck (which we paid $40 to have shuttled here from our put-in spot), we hightail it around the swamp to the headwaters of the Suwannee River itself. We stop only for a dollar bag of boiled peanuts in tiny St. George, on the Florida frontier.

The Suwannee is a wonderful lagniappe to our swamp trip. It's Georgia born, but it's really a Florida waterway, a spectacular, classic black-water river. This is where the wide sheet of the Okefenokee coalesces into a single sinuous channel, running to the Gulf of Mexico like strong black coffee on banks of pure white sand. The cypress here are more fanciful, great trunks surrounded by clusters of roots that stick out of the water like stalagmites and sand castle spires.

It's nice to ride a little current after our days on the flat water. And we can swim here off of sandy beaches; the ochre water leaves a faint red tan on our skin as it dries. The birds are still with us--we're even treated to the rare sight of a wild turkey in flight. All in all, the upper Suwannee, although largely bound by private land, still feels like a lot like the wildlife refuge we just left.

One evening, huddled over our cookstove, we look up at the sound of some determined rustling in the brush. Heading our way is a snuffling, galloping troop of wild pigs! We'd seen the patches of torn earth where they root, but this lot is snout up and headed our way, led by a loud boar. We shout as we stand. They come. We shout as we start running for the trees. They come. We shout like crazy as we reach for the low branches, and finally they turn away, back toward the thick palmettos and into the bush.

We come back to camp, picking up the spilled cups and plates, laughing nervously. I wasn't really scared, though.

I mean, what's a stalking wild pig when you've been chased by an airborne gator?

Steve Hendrix last wrote for the Travel section about people who travel as a way of life.

DETAILS: The Okefenokee

The hardest part about paddling the Okefenokee is getting permission to stay overnight. Day trips are easy from Stephen C. Foster State Park on the western boundary. But with only seven campsites in the interior, competition for overnight permits is fierce, especially for spring and fall. You can book reservations two months in advance by calling 912-496-3331. Phones open at 7 a.m. and sites are taken within minutes (it took us two mornings just to break through the busy signal). But once you're in, it's cheap: $6 per person/per night.

Warning: In summer, canoe trails are sometimes closed due to low water or fire. I drove down with my own boat because sea kayaks can be hard to rent in the area. But canoes are readily available from local outfitters.

INFORMATION: Call the preserve at 912-496-3331. Or visit Gorp's (Great Outdoor Recreation Pages) excellent Web site at www.gorp.com/gorp/resource /us_nwr/ga_okefe.htm.

--Steve Hendrix