It started as a walk in the woods for Willie McFretridge and Kevin Carr. It ended 10 hours later with policemen, firemen and a helicopter combining to rescue the frightened boys from a marshy swamp.

Kevin is 8, Willie, 7. The two are best friends. Normally their afternoons out end much earlier than 2 a.m.

"This is the first time he's ever done anything like this," said Willie's mother, Nancy McFretridge, yesterday. "He knows he's supposed to be in an hour after I get home and he's usually very good about it. Working two jobs though, sometimes it's hard to get the time to make him understand why he has to do things."

Nancy McFretridge is 30 and has been separated from her husband, William, for 16 months. She and her three children live above the M&M Tavern at 14317 Indian Head Hwy. in Accokeek at the southern tip of Prince George's County.

McFretridge works full time for the E&E Construction Company helping to install and clean windows on new houses. She also works part time as a bartender at M&M's.

Thursday, she returned home from work shortly after 6 p.m. and Willie was not home. When he did not return by 8 she started looking for him.

"I looked all over the neighborhood," she said. "He has lots of friends, grownups, I mean. Everyone knows Willie. "Someone told her they had seen Willie and Kevin head into the woods behind the tavern about 4 p.m. The woods lead to the swampy Piscataway Creek area.

"The first thing I thought was, 'he's drowned,'" McFretridge said yesterday. "I knew he couldn't swim and I know he's scared to death of the dark. I just pictured him lying there in the wet and the cold. It was terrible."

She called the county police, who had already been called by Kevin's mother Wanda. "I knew he was with Kevin," McFretridge said. "The two of them always together. I thought they'd tried to go fishing."

The boys had not gone fishing, but had wandered into the marshy area of Piscataway Creek. Police said later that once they got into the weeds and high grass it was almost impossible for them to maintain their sense of direction.

When the police arrived, the area was searched. By the time it was getting close to midnight and the police realized they would have little chance of finding the boys in the dark. The canine unit was sent for.

"They told me to stay by the house just in case," McFretridge remembered. "I guess they might get back another way or something. But there was a car there and I was able to listen on the radio."

The dogs did their job picking up the scent of the boys in the marsh. Shortly before 1 a.m. the fire department was sent for. They arrived with two boats and headed into the creek. At the same time the Maryland State Police sent a helicopter, which provided light for the searchers.

"I heard them say they heard the boys yelling," McFretridge said. "I started hoping."

It took over an hour for the firemen to get their boats through to the boys and then they had to be helped into the boats weak and exhausted from hours of thrashing around in the mud.