"We were looking near Frying Pan Shoals, and seas were more than 10 feet, really bad. We had flown through some pretty heavy thunderstorms on the way up there, and we were in our search pattern and had just started the third leg when we saw a red flare that was shot from pretty much directly under the helicopter," he said. "We were using night-vision goggles (NVGs) and an infrared search light on the copter that works only with NVGs. We've got a pilot (Lt. Commander Greg Omernik), a flight mechanic (Chief Petty Officer Brian Sullivan), a rescue swimmer (Petty Officer George Marinkov) who's at the right door, the sliding door, tethered in a gunner's belt, and I'm in the right-front seat.

"There were so many whitecaps, and with only a little bit of that white hull out of the water, we hadn't seen 'em. They were down to their last flare -- and they shot it at just the right time."

Denby's copter marked the approximate position of the flare, swung into position, and eased toward the spot, finally seeing Peeler and Kennedy on a section of the capsized hull that Denby estimated at 3-by-5 feet -- the only part still above water.

In very rough seas, when rescue victims have already been in the water for some time, one of the crew has to assist them. That means one of the crew, called the "swimmer" has one of the most physically demanding jobs anywhere: He is lowered into the ocean from the helicopter and must swim through the water to the victims, and secure them to a basket so they can be brought aboard the helicopter.

"We got our rescue swimmer ready, we did a slow hover and put him down -- we slung him up near the boat, and he swam over to 'em," Denby said. "He assessed the situation and called us on a handheld radio he carried, then we sent a basket down, and we brought the guys up one by one, then got the rescue swimmer up and headed back.

"They were all swollen up from being in the water for so long; they'd been overlooked by other searchers, but they were hard to see with that little white hull and all those whitecaps."

Denby's crew carried Peeler and Kennedy to nearby Brunswick County Airport in Southport, North Carolina, where they turned them over to EMS personnel on the site, then finally headed back to Charleston for some well-earned rest.

The official Coast Guard report said that the rescue took place in 15-foot seas and 35-knot winds.

Peeler and Kennedy had started their day on the west side of Frying Pan Shoals, about 35 miles off the mouth of the Cape Fear River near Southport. Their boat started taking on water just before noon -- Peeler said there was a defect that allowed water to enter the boat between two sections of the hull -- and by the time they were picked up, one night and an entire day later, they had floated nearly 20 miles, being picked up 11 miles off Fort Macon and 14 miles from Wrightsville Beach on the east side of the shoals.

"We could tell we were drifting, because the color of the water was changing," Peeler said. "It was like we'd drift in on the tide a little while, then when it changed, we'd drift back out."

The boat floated in four days later. Another fishing boat spotted the hull, and Sea Tow righted it and towed it to shore. Peeler said he spent $4,800 to get the boat back, then unsuccessfully spent thousands more trying to get the boat's manufacturer and the dealer where he bought it to pay for the damages.

"My trip in the ocean wasn't nearly as bad as the trip back," Peeler said. "Those Coast Guard guys who saved us, I really appreciated them, from the bottom of my heart. At least we had the boat, and it floated and we could stay on top of it.

"It crossed my mind that we might not make it, but I'd told Carl that there would be somebody coming along. There were some freighters, but they were far enough away that they couldn't see us.