In the end, it was Lewis Shelton's old-fashioned skill and instincts that nearly made his day and imperfect modern technology that helped ruin it.

His ship with 300,000 fish in the hold, was returning from a fair day of fishing for menhaden -- the most abundant and least known species on Chesapeake Bay -- when he spied a swarming school at the mouth of the Great Wicomico River.

"Wish to Christ I'd kept my damn mouth shut and gone on home," grunted the grizzled captain half an hour later.

Not sure of the school's precise location, he had called in an aerial spotter. Circling overhead, the airplane pilot directed the ship's two smaller purse boats whose mission it was to trap the fish in an ever tightening net. At the same time, however, the spotter also tried to guide two other pairs of purse boats to their prey.

The bottom line: The other ships caught 125,000 fish each and Shelton's utterly disgusted crew caught nothing but a torn net.

Lewis Shelton's bad luck was the talk of the Tread City Exxon the next day in this tiny town on Virginia's Northern Neck where more than a billion menhaden are brought each year for processing into high protein poultry and pet food and oil for corrosion-resistant paints.

In the highly competitive world of menhaden fishing, spotter planes radio monitoring and converted World War II supply ships are standard weapons for captains such as Shelton. In the end, however, their success or failure usually depends on eternal factors such as will, instinct and luck.

Every day from May to December the menhaden captains put out from here in search of a toothless oceanspawning fish, that is not as widely associated with Chesapeake Bay as the oyster or the crab, but for some watermen can provide just as good an income.

Known variously as bunkers, ale-wives, porgys and just plain "trash fish," the menhaden is said to be unfit for human consumption. But one man's trash is this town treasure. Without it, Reedville would very likely cease to exist.

Since Maryland banned purse seining -- the method by which most menhaden are caught -- ostensibly as a conservation measure in 1931, the menhaden industry on the bay is largely limited to Virginia waters.

Almost all the Chesapeake catch is made by 23 vessels belonging to two companies located around this town founded by Elijah W. Reed, a Maine menhaden captain, in 1874. Before consolidations, bankruptcies and the Great Depression, 20 fish factories thrived here.

The two survivors face each other across the creek: Standard Products on the south, still family-owned; Zapata-Haynie on the north, the nation's largest with plants also on the Gulf.

The two factories which steam, press and dry the fish exude a powerful stench the people here insist smells like money.

The ships return each night to unload their oily catch, then start out against almost immediately. The work week is Sunday night to Friday night and few men see their homes and families in between.

"You ain't got time to die when you're on one of them," said William Bruce, 33, who gave up an auditors job for a fisherman's life.

Everyone involved in the air and sea assault is paid by the catch. As it turns out, this arrangement often pits father against son and brother against brother. With Zapata-Haynie's ships painted blue and Standard's dull gray, it is virtual civil war on water.

The targets are located largely now by airplane spotters, who include two Vietnam helicopter veterans. There remains, however, a lingering legacy of the old days to help sure-eyed captains survey the horizon on hazy days when the planes are grounded. Behind the pilot's house is a crow's-nest perched 65 feet above the water.

The fishboats -- still called steamers though diesel-driven for years -- and 16 spotters planes all monitor "the other company's" radio channels on receivers known as "the snopper." Only a safety agreement between pilots and discrete directions to the ships below keep everyone from colliding and converging on the same spot.

Clouds cast confusing shadows over the water, but spotters like Charles Williams, 32, look for "good color," dark red splotches that indicates as many as 300,000 fish there for the taking.

The planes were nowhere in sight the other day, though, when the Great Wicomico, a blue ship captained by Lewis Shelton, 52, went out from Reedville.

For the time being Shelton climbed to the crow's nest. "C'mon, captain, get something in your eye," said Bucky Deihl, the son and grandson of fish boat captains and at 22 the youngest pilot in the fleet. But there was nothing to see except the sun, a fiery red ball rising above the water.

Shortly after seven, a mile and a half from Gwynn's Island on the western shore, the crew of the Great Wicomico lowered its nets for the first time. The result was a moderately small catch estimated at 35,000 fish.

In seining, the 36-foot aluminum purse boats move in tandem from their parent ship toward the fish, each carrying half the net. Then, they begin to separate, dropping the net and encircling the menhaden. Finally, a weight is lowered to the bottom and hydraulic winches draw the purse rope in, trapping the fish from unerneath.

The men inside the purse boats work quickly, each carrying out his assigned task. In the recent past, before machines eased their tasks, they sang to lift their spirits along with the net. Now, they work quietly, completing the ritual in half an hour.

The Great Wicomico drew alongside the purse boats. A hydraulic "raise rig" lifted the net to bring the catch closer to the surface where a 14-inch wide vacuum hose sucked the fish into the ship's hold. Seagulls skimmed the surface, looking for a free meal.

There are 16 men on a menhaden ship -- fewer than half the number needed when oars drove the two purse boats -- and the captain is the boss. He hires the crew, has the headaches and makes the most money, usually $35,000 to $50,000 a year, depending on the catch.

Below captain are the pilot, who normally runs the ship while the captain takes the "big" purse boat to a set, and the mate, who runs the "little" purse boat, which is actually the same size. Pilot and mate earn anywhere from $20,000 to $25,000 a year. Crew members receive $15,000 in a good season.

Virtually all of the crew are black. There is one black captain between the two Chesapeake companies. Most blacks aspire only to be mates.

The resurgence of the predatory bluefish, a bonus to sportfishing "hook and liners," has been a bane to "bunker undertakers." The rapacious bluefish thrive in brackish waters and feed on the defenseless menhaden. The bunkers migrate to the safer waters near shore and up the creeks where the bluefish are unlikely and the menhaden ships unable to follow.

For crossing that invisible line separating the bay from its tributaries, Lewis Shelton had just been fined $500 by an unsympathetic judge, and today he wasn't taking any chances.

Spotter Harold (Crow) Rittenhouse has seen a sizeable school of fish close in. Shelton dispatched Bucky Diehl to bring them back, but the school stayed too close to the line.

"I ain't gonna gamble on that damn line now, because I'm the one who's gonna go to jail," Shelton said.

After one more set, successful except for a net tear the men quickly mended, Shelton steered the ship back towards Reedville. It was Friday, and everyone looked forward to an early return.

Then it happened. Shelton saw several schools of fish just outside Reedville, with his own eyes.

The captain sounded the horn, and at 5:20 p.m. the crew begrudingly shed street clothes, donned work clothes and oil skins and boarded the boats to be dumped in the water in pursuit of the fish.

There were at least 100,000 fish for the taking, Crow Rittenhouse assured Shelton.

Then, Crow turned to other ships that were arriving. There were enough schools for several sets, he thought.

From overhead, Crow Rittenhouse tried to direct Deihl dispatched to oversee the Great Wicomico's purse set -- into place also turned his attention to the purse boats of two other ships, one of which just happened to be captained by Bucky Deihl's father and namesake.

Then, the engines roared, the purse boats led by Bucky Deihl separated into a ever widening circle, and the fish that only minutes before seemed destined to become part of the Great Wicomico's catch silently swmm away.

"Are you oaky, Little Buck?" Shelton asked over the radio. "I think we got nothing I found the damn fish and showed them to (Crow) and he screwed me up."

On the purse boat, Bucky Deihl said, "I could puke, I could just puke."

All Crow Rittenhouse could say was, "I guess it just goes along with the game."