Birders stand under a spreading pin oak tree to gain shelter from rain at the Spring Creek Embayment of South Holston Lake after having surveyed, counted and identified species in the 5 Sept 2011 shorebird fallout flock. Rack Cross discovered the flock from Musick's Campground about 5 p.m. and estimated about 75 shorebirds. As the breadth of the flock was more carefully observed, it was felt the number could be 125 birds. They were about 1,000 yards across the lake and it was only possible to tell that at least one white tern was standing with the group and many of the birds appeared to be very light colored. They were just north of the Washington County Park campground in Virginia. A call was placed to a landowner who lived right at the location. We asked for permission to enter his property and walk close to the flock. About 5:20 p.m. we had arrived at the private landowner's property and began to set up scopes and got very good looks. We were now about 300 yards from the flock, had a much better angle and were almost a 100 feet above the water. A short time later we got maybe another 30 yards closer and were able to get down to about 80 feet above the water. The birds were spread out along the water's edge and a number of them were wading into the shallows to feed maybe a foot or so from the shoreline. It was a very active flock with much movement. The flock contained a count of 101 Wilson's Phalaropes which were counted one at a time by Cross but other birds were just over a slight rise and some were seen moving out of sight so they were not included in the 101 count. There were several other birds and species identified. Roger Lemaster was the timekeeper. Mike Sanders had earlier decided he needed to return home for some planned family activities. He had departed our group from Paddle Creek Pond as we headed towards Musick's. We agreed to notify him of anything that developed at South Holston. At 5:11 p.m. a call was placed to Sanders to put him on standby that we had found a large number of shorebirds. A second call at 5:24 p.m. told Sanders what we had found and he made plans to join us, arriving at 6:07 p.m. However, about 45 minutes after the birds had first been discovered, something spooked them and the flock repositioned itself, moving a bit closer to us. A few minutes later the flock exploded into the air and flew higher and higher and further out over the lake into Sullivan County, TN. At this time, 5:49 p.m., a Peregrine Falcon was seen giving chase to the flock and it broke up. The flock got higher and out of sight down the lake into Tennessee. When we were back at Musick's about 7:30 p.m., the Peregrine again came into the area and made a steep and swift dive at the tip of Egret Island but pulled up short by about a foot. No birds were seen fleeing. A few minute later it flew out of sight over the campgrounds to our north. It was not seen to return. By the time Sanders arrived, the flock was gone and he did not get to see it nor any of the birds known to be in the composition. Canada Goose ~200 Mallard 45 Green-winged Teal 1 (first fall record this season) Great Blue Heron 4 Great Egret 5 Black Vulture 35 Osprey 1 Bald Eagle 1 (adult) Peregrine Falcon 1 Black-bellied Plover 3 Semipalmated Plover 1 Spotted Sandpiper 4 Pectoral Sandpiper 3 Dowitcher sps. (probably a Short-billed but that was not for sure) Wilson's Phalarope 101 UID sandpiper 12 (flying past Musick's) Black Tern 3 Common Tern 6 Forster's Tern 1 We were well aware of the rarity of the status for the species and the fact the number of phalaropes was far beyond anything expected. It is probably a Virginia state record number and we would not be surprised if it is among the largest flocks of the species ever seen in Tennessee. We attempted to digiscope some of the birds but the wind and light did not make that possible for us. Let's go birding . . . . Wallace Coffey Bristol, TN