Went up to the S.Holston for the first time with a friend of mine on Sept. 28&29th. We fished the middle section of the river. We saw no generation the entire day which made the wading very easy. Caught some smaller fish early on nymphs. As the day went by clouds moved in and we saw few bwo's starting up. Big front hit around 3:30 with wind and hail. It rained for several more hours. We got back on the water after the lightning and hail moved out to see the bwo's coming off nicely. At first, it seemed to be smaller fish feeding. Started walking the banks and found some nice fish nosing up. Took two browns about 15-16". I was impressed by how hard they fought. Worked down to more feeding fish but the fish became harder to approach as I moved into the flatter water. Fish continued to feed occassionaly till after 7:00. My partner caught a couple af smaller fish. On friday, we started early and the skies had mainly cleared. Some midges were coming off and I saw some impressive bulges near the banks. Later in the morning, a few mayflies came off and a few fish were eating them. Caught a 15"brown and saw several other NICE fish. My partner fished to a few risers up from me but had no sucess. River came up at 1:00 and we took lunch. Moved up below the weir after 4:00. Few people fishing. As we walked across the fott bridge, something caught my eye in a depression that was surrounded by very shallow water. In other rivers I have fished, I have spotted the occassional carp moving slowly along the bottom. Thats what I thought I was looking at here. My partner agreed. As we stared at the water for a minute, more began to show. At least six 'carp' were swimming around this depression. As the sun started to hit them just right, I could not believe what I was looking at. All these fish were very large browns. Mostly the same size, between 23 and 26 inches and looking to be between five to seven pounds. Several of the browns became nervous the longer we stood above them. I changed to a nymph rig and got in the water below them. My partner was still watching from above to spot for me but by now all the fish simply moved out. As they say, that was worth the price of admission. I have fished around a pretty good bit and have never seen a sight like that. The rest of the evening saw a ton of fish midging, mostly small and we took some rainbows. I enjoyed my first couple of days on the S.Holston, very nice area.