The setting: a vast factory, each department a world of its own. In the basement is the cutting room, where huge bolts of cloth are readied to be made into men's T-shirts and underwear. Also in the basement is the bleach-and-dye house, where cloth is dyed fashionable colors or is bleached underwear white. On the main floor, hundreds of women sit hunched over sewing machines. The women and their machines run in rows and columns, surrounded by piles of partly finished underwear. The air is filled with the buzz of machines sewing seams onto briefs and T-shirts. The women are named for their jobs: "Set sleeve" sews sleeves onto T-shirts, "hem bottom" sews the bottom hem onto T-shirts.

The place: Campbellsville, Kentucky, a small town deep in the rolling farm country of central Kentucky. Campbellsville has a population of 11,000. For half a century, it has been known as home to the largest men's-and-boy's-underwear factory in North America. The Fruit of the Loom plant sits on a ridge that overlooks town -- and, at one point, 4,200 people worked within its walls.

The time: Thursday, August 7, 1997.

Voices (I): "What Are We Gonna Do?"

Bertha Marr, then 46, who had been working at Fruit of the Loom since 1967: "We were hearing rumors -- about layoffs, about a closing -- but people always say, Don't believe the rumors."

June Judd, then 35: "I was what they call 'tube-fly/cut-tube.' I sewed the fly that goes on men's briefs. I did the same job for 18 years. Same job, same machine. I sewed like a crazy person. I did 14,000 to 15,000 briefs a day. I've touched a lot of people's underwear.

"When I went in that morning, rumors were flying. About 9 o'clock that morning, they started messing with the PA system, checking it. We knew then, because they weren't in the habit of making no announcements in the middle of the week."

Karen Brockman, then 26 and working as a hem bottom: "Me and my husband both worked there. My mother worked there. My mother-in-law worked there. My father-in-law worked there. I had three sisters who all worked there, and a brother-in-law, and a sister-in-law also."

June Judd: "About 10 o'clock, one of the guys from corporate, he made the official announcement of the layoffs. It was very matter-of-fact. I was watching; there were all kinds of reactions -- some people crying, some cussing, some all to pieces, asking, What are we gonna do? How are we gonna make it? Where are we gonna go now?"

Bertha Marr: "The layoff was scary. Sewing was the only job I had ever had. I cried. It was just like I was robbed of everything after 30 years."

Karen Brockman: "I clapped when they announced mine was one of the first units being laid off. I was too scared to quit, but I was glad. Being laid off was a chance for a new opportunity."