LYNDONVILLE-- All Jeannie Elliott wanted was for her husband, Arthur, to drop the dog and save himself. She saw him Wednesday at lunchtime from her car parked at the barricades on U.S. 5, clad in chest-high waders and plowing through the thigh-deep floodwaters of the Passumpsic River.

Behind him, the family's Lynburke Motel was awash. Swirling milk chocolate waters had chewed away part of the motel's cinder block foundation. Arthur Elliot had just barely managed to escape with the family cocker spaniel under one arm and a plastic laundry bucket of personal items under the other.

"I kept yelling, 'Drop the dog, drop the dog!''' Jeannie Elliott, 55, recalled, convinced the dog could swim but terrified her husband would stumble and disappear in the murky flow. ''But he kept coming, and he didn't drop the dog.''

The Elliotts spent Thursday like nearly 100 other families in the Lyndon area, marveling over Wednesday's events and trying to clean up from the flash flooding of the Passumpsic River. A day and night of heavy rains pushed the river over its banks Tuesday night, spreading water through homes, businesses and across all the major roads into town by early to mid-Wednesday.

Firefighters evacuated 50 families from the Northeast Kingdom Mobile Home Park, and many stayed at an emergency shelter Wednesday night opened by the American Red Cross at the Lyndon Town School.

By Thursday morning the river level had fallen and all roads were open. Clumps of trees dropped by the receding waters lay in piles the size of Cadillacs for several hundred feet near U.S. 5.

Chadwick Tibbetts, 36, was among the hardest hit at the mobile home park. His 1996 mobile home is right next to the Passumpsic, and floodwaters tore through a dike right behind it. The flood carved huge pockets out from under his home and carried his stairs 100 yards to the farthest end of the park.

Thursday afternoon he surveyed the mess. His basketball hoop had toppled and was buried in silt. The floor of his mobile home was sodden and needed to be replaced. Insurance will help, he said, but he couldn't help but be discouraged.

"It is going to take a while to clean all this up,'' he said.

At the Lyndonville Redemption Center at the south end of town on U.S. 5, owner Jeffrey Cole figured he lost $35,000 of merchandise.

Friends came Thursday to vacuum muddy water from the store's linoleum floor and to bag sodden cigarettes, candy bars and potato chips. An odor of pine-scented cleaner mixed with the smell of cigarette smoke and wet cardboard as a dozen people sorted through the debris.

The store, which is also a Vermont Liquor Outlet, was littered with liquor bottle labels for triple sec, whiskey, vodka and creme de menthe. Hundreds of label-less bottles sat in a layer of watery brown silt on store shelves. The store's bottom two shelves of liquor are a complete loss, said Brent Leach, with the Vermont Department of Liquor Control.

Foot-high floodwaters in the store toppled freezers; cardboard cases of soda lay at odd angles around the store where floodwaters had dropped them. Store employee Tamela Hastings, 36, of Lyndonville said waters rose to dangerous levels in just 20 minutes.

''The water was pushing the doors open,'' she said. ''That is when I started to get nervous.''

Back at the Lynburke Motel, the Elliotts supervised friends and workers who pried sodden carpet and soaked bedding out of motel rooms. Chummie, the cocker spaniel, followed the family as they worked. All but three of the 24 rooms had filled with floodwaters a foot deep.

The swimming pool brimmed with silty brown water and an excavator spent much of the day carving mud and sludge away from the motel's crumbling foundation. Jeannie Elliott estimated the damage at about $150,000, most of which would be covered by insurance, she said.

''It's a total pain in the neck, but we'll be OK,'' she said. ''If something is going to happen to you, you want to live in a small town. ... you want to live in this small town. I had people here all night helping me.''