Movement and behavior of adult American shad Alosa sapidissima and sea lamprey Petromyzon marinus were monitored by closed-circuit video at several locations within a modified Ice Harbor fishway. American shad ascended and descended the fishway exclusively by surface weirs, while sea lampreys used both surface weirs and submerged orifices. Upstream movement of American shad during the day was higher than at night at both lower and middle fishway observation sites. Peak downstream movement of American shad at both locations was associated with decreasing light levels in the evening. Sea lampreys moved primarily at night at the lower and middle fishway sites. Mean daily passage efficiency was low (1% for American shad, -2% for sea lamprey) at the lower fishway surface weir, but passage efficiency at the middle fishway surface weir was moderate (70% for American shad, 35% for sea lamprey). High water velocity, air entrainment, and turbulence of the modified Ice Harbor fishway design appeared to inhibit American shad and sea lamprey passage by disrupting upstream migratory motivation and visual and rheotactic orientation.