ABSTRACT: Understanding factors that influence a species' distribution and abundance across the annual cycle is required for range-wide conservation. Thousands of imperiled red knots (Calidris cantus rufa) stop on Virginia's barrier islands each year to replenish fat during spring migration. We investigated the variation in red knot presence and flock size, the effects of prey on this variation, and factors influencing prey abundance on Virginia's barrier islands. We counted red knots and collected potential prey samples at randomly selected sites from 2007-2018 during a two-week period during early and peak migration. Core samples contained crustaceans (Orders Amphipoda and Calanoida), blue mussels (Mytilus edulis), coquina clams (Donax variabilis), and miscellaneous prey (horseshoe crab eggs (Limulus polyphemus), angel wing clams (Cyrtopleura costata), and other organisms (e.g., insect larvae, snails, worms)). Estimated red knot peak counts in Virginia during 21-27 May were highest in 2012 (11,959) and lowest in 2014 (2,857; 12-year peak migration [Formula: see text] = 7,175, SD = 2,869). Red knot and prey numbers varied across sampling periods and substrates (i.e., peat and sand). Red knots generally used sites with more prey. Miscellaneous prey ([Formula: see text] = 2401.00/m2, SE = 169.16) influenced red knot presence at a site early in migration, when we only sampled on peat banks. Coquina clams ([Formula: see text] = 1383.54/m2, SE = 125.32) and blue mussels ([Formula: see text] = 777.91/m2, SE = 259.31) affected red knot presence at a site during peak migration, when we sampled both substrates. Few relationships between prey and red knot flock size existed, suggesting that other unmeasured factors determined red knot numbers at occupied sites. Tide and mean daily water temperature affected prey abundance. Maximizing the diversity, availability, and abundance of prey for red knots on barrier islands requires management that encourages the presence of both sand and peat bank intertidal habitats.