Shortly into our first dive off the Honduran island of Utila, the American dive master, Tex, signaled us to come close. Earlier, on the boat, Tex had been the epitome of cool, cupping his weathered hands to deftly light cigarettes as the wind whipped his wild, sun-bleached hair. Now I could see the excitement in his eyes as he waved us in his direction. What could have gotten him so agitated? I wondered, as my dive buddy, Patty, and I finned to his side.

Tex held out his underwater slate. I peered at it anxiously, searching for the urgent message, but all I saw were scribbles. Was it shorthand for "your air hose is leaking" or "Great White circling"?

Then I saw it: a tiny, motionless creature clinging like a piece of chewed gum to one edge of the slate. Tex was gaga over a sea goddess nudibranch, a black, slug-shaped mollusk striped in gold.

Later, two large green sea turtles floated by, ethereal as angels, but Tex barely gave them a nod. He was mesmerized by a Venus's girdle, a diaphanous bit of jelly sparking tiny rainbows amid its vibrating rows of cilia. He pointed out a half-inch baby filefish hanging horizontally among the branches of a coral fan, and dime-size shrimp hiding in the tentacles of a sea anemone.

"I'm really into the micro stuff," Tex explained when we returned to the boat. I grew a little worried when I realized he wasn't kidding. Was this guy really a native of the "Everything Is Bigger" state?

"Think we'll see a whale shark tomorrow?" I asked.

Tex scanned the horizon as though he were the Marlboro Man gazing off into the prairie. "It's a bit early for them yet but . . . maybe," he said.

Utila, one of the Bay Islands off Honduras's northern coast, has two claims to fame among divers: It's low-budget, costing about $160 to get an open-water diving certificate, and its waters are frequently host to the whale shark -- the world's largest known fish, growing up to 50 feet. Despite its membership in the shark family, the whale shark's diet of plankton and small fish gives it a reputation as a gentle giant among divers and snorkelers.

Patty and I were experienced divers on a budget. What could be better than a close encounter with a whale shark?

Utila, however, had other plans for us.

A low-key Caribbean outpost, settled by pirates, British planters and freed African slaves, Utila is not out to impress anyone. The island is only about three miles by eight miles, with two-thirds of that area a swamp. The commercial center, known as East Harbour, is a few blocks lined with dive shops, funky beach bars and open-air restaurants.

Unlike the larger, more developed Bay Island of Roatan, known for its upscale resorts, Utila caters mainly to European backpackers who bunk in family-run guesthouses and lodges. You can also find air-conditioned rooms on Utila, with satellite TV, but as soon as you step out the door, the voracious sand flies will remind you that you are roughing it. Up until 2003, when 24-hour electricity came to the island, the 2,000 residents drew power from a generator that shut off at midnight.

After a few days on Utila, our pace had slowed and our priorities had shifted. When we weren't exploring the island's reefs, we were learning the nuances of the local way of life.

"You can stay till we have to run you out, and that will be never," co-owner Norma Bush told us when we checked into the Blueberry Hill guesthouse.

She and her husband, Will, sat on their front porch, chatting in the lilting Caribbean English spoken on Utila.

"We born and raised right here," Norma said.

"Did she tell you how long we been married? Fifty-five years," Will said. "Did you think I'm that crazy?"

"I'm the crazy one," Norma countered.

Our simple cabin, painted blue, yellow and orange, was perched on stilts and had only wooden shutters to cover the windows. Roosters roused us each dawn. Still groggy, we would set off down Monkey Tail Road. The street sweeper would look up and smile at us from beneath her pink "Dollywood" cap as we turned into Thompson's Bakery -- a cluster of tables and chairs set in the garden of a white clapboard house.

"Good morning, ladies," Tisha Thompson would greet us, as she served us hot coffee and johnnycakes, the local term for biscuits. Her clientele was mainly locals, who appeared to need conversation more than coffee to start their day.

Like many native Utilans, Tisha has relatives in the United States. I asked her if she had ever thought of moving.

"When I visited the States, the first thing they told me was, 'Don't open the door for anyone.' Why would I want to leave all this?" she asked, looking around at the familiar faces. "I'm a single mom and my kids go where they want. They got liberty and love from everybody."

By 7 a.m., we'd be suited up and on our dive boat, on the lookout for "boils," bubbling patches on the ocean surface that indicate swarms of tiny fish getting devoured by tuna or whale sharks. We were on Utila in January, the tail end of the rainy season. Although whale sharks can appear any time of the year, they're most frequently spotted from February through April, when the weather is clearest.

"I've seen a whale shark's head by the bow of the boat and the tail extending past the stern," Tex said, as he leaned against the rail of the 30-foot Wall Nut. "That's a big fish."

Our boat included divers from England, France, Australia, Holland, Germany and Canada. Most of them were taking advanced certification classes, everything from rescue diving to a dive master course. The calm, warm Caribbean Sea surrounding Utila is ideal for training.

Patty and I preferred to focus on recreational diving. We spent our days swimming through coral mazes and around pinnacles, exploring a shipwreck at 80 feet and drifting along reef walls.

Tex brought me eyeball-to-eyestalk with a spindly cleaner shrimp -- the same obsessive-compulsive species that had a French accent in "Finding Nemo."

We saw manta rays, snappers, schools of midnight angels and bouquets of translucent purple sea squirts. A five-foot moray eel, a gaping jaw attached to a sinuous, luminescent green body, shot out of its lair and swam past us.

Whale sharks slowly subsided in our consciousness.

Evenings, we headed for Coco Loco's, a dockside bar where the sound system blared an eclectic mix of Bob Dylan, the Rolling Stones and techno music. By the time the sunset turned the horizon pink and orange, the dock would be packed with divers, yachtsmen and expat residents of Utila drinking rum and bottles of Salva Vida ("Lifesaver") beer.

Anything could happen at Coco's. Once, at dusk, a waifish European woman stepped onto the dock and lit two torches attached to long, slender chains. She then began swirling the chains in intricate patterns around her body as she danced. She looked like a giant, flaming gyroscope.

For dinner, we would move on to R.J.'s for seared tuna, the Island Cafe for sauteed lobster tails or to Tranquila's for grouper in white wine sauce. We ate well for less than $10 a meal, including drinks.

Everyone is accessible on an island as small as Utila, including the mayor, Alton Cooper, 33. An unassuming man in cowboy boots and blue jeans, a jumble of keys dangling from his belt loop, he can be found many evenings sitting on a dock near his home, chatting with locals and tourists.

I asked Cooper about Utila's history and he told me he was a direct descendant of Sir Joseph Cooper, a British planter who left the Cayman Islands with his family in 1834 after the British abolished slavery. Most of the island's residents today trace their lineage to Cooper or to a handful of other adventurers who arrived around the same time, including the pirate Henry Morgan. In 1859, Utila officially became part of Honduras, but the original families stayed on, growing bananas, then coconuts.

"After World War II, the coconut trade tumbled and things got really bad. The houses started rotting and falling down because there was no money to fix them," Cooper said. "My dad made a living getting reef rock. After a storm, he'd take a crowbar and break up pieces of the reef to use as landfill."

When dive tourism came to the island in the late 1980s, it rescued the economy along with the reef. Cooper himself became a dive instructor before opening his own dive shop, one of a dozen now on Utila.

"We didn't appreciate the environment before," he said. "Now that we make a living off of it, we see the value in conserving it."

The mayor invited Patty and me to join him on a reef patrol.

The next morning we got into a skiff piloted by Henry Hill, the island's reef patrol officer, who is charged with enforcing bans on spear fishing, protecting endangered sea turtles and preventing over-harvesting of conch and lobster.

"I was going to wear my eye patch, but I couldn't find it," Henry said. He had lost his right eye in a fishing accident and had never bothered to get a glass one, using a polished piece of coral to fill the space instead.

The mayor was multi-tasking, trolling a line with a large lure in hopes of landing a barracuda as we motored around the island's perimeter. A man in a distant boat held up his catch -- a kingfish longer than his arm -- and Henry waved back.

When we arrived on the island's uninhabited north side, we were joined by a pod of dolphins.

"Want to swim with them?" Cooper asked.

Patty and I put on our snorkels and fins and slipped into the water. To our amazement, the dolphins greeted us like old friends, making clicking sounds and circling us playfully. I felt as if I'd entered another universe as I floated on the surface of the bottomless blue, watching the dolphins glide under and around me in the morning light.

During our last dive on Utila, Tex wanted to show us something special he had discovered. He led us to a crevice in a reef wall where we had to practically knock heads to see his tiny treasure: a frog fish.

With an eye for detail honed during two weeks in Utila, I examined the bright yellow, lemon-size creature. It gripped a piece of brain coral with two appendages that looked more like feet than fins and stared back at me with an expression so serious it was comical. It remained perfectly motionless, except for a stalk-like appendage that bobbed atop its head -- a lure for passing prey.

"That was cool! I've never seen a frog fish!" I shouted when we broke the surface.

A competing dive boat was motoring past.

"Shhh!" Tex said. "It's a secret. No one else knows where the frog fish hangs out."

He needn't have worried. The dive boat kept going, its newly arrived passengers no doubt focused on finding a whale shark.

Carol Clark last wrote for Travel about tree climbing in Atlanta.

Though the waters off Honduras's Utila island are teeming with life, its shores are less populated.Downtown Utila, a Honduran island, caters to divers and other sporty types.On Honduras's Utila, the four cabins at Nightland are bedecked in artworks.