The brick buildings look a bit ramshackle, a bit ghostlike. They are missing paint and the occasional shingle. But mostly, they are missing people.

Thousands were once confined here, at one of the most notorious prisons in America. To walk into Lorton Reformatory in the 20th century was to see, feel and smell desperation.

Now, the high, rolling plain near Interstate 95 is utterly still. The biggest problem is no longer murderers who might escape, or who just did.

It's groundhogs.

Wild prison cats used to catch, kill and eat the rodents. But when the prisoners left, the cats no longer had a source of shelter. So they left, too. Now, groundhogs scamper without fear, because Lorton isn't Lorton Reformatory anymore.

About four years ago, under a long-awaited deal brokered among the District of Columbia, the federal government and Fairfax County, the notorious Lorton prison complex -- which had housed D.C. wrongdoers for nearly 100 years -- was shuttered. Prisoners were reassigned to other penitentiaries.

Suddenly, a hunk of land twice the size of New York's Central Park and only 12 miles from the Capital Beltway became available. It is by far the largest undeveloped tract in the I-95 corridor between North Carolina and Massachusetts.

Would Fairfax County do what it did so often in the 1960s and 1970s -- close its eyes and allow more sprawl to spring up?

Far from it. Fairfax is now in the final stages of approving a bold arts program at the Lorton site. It's called the Lorton Workhouse Arts Center.

The $12 million effort will be modeled after the successful Torpedo Factory in Old Town Alexandria. In what used to be prisoner dormitories, artists will rent space for far-below- market rates.

They will make their art, sell it and teach others how to do it. The Lorton arts complex will include a performance barn, seven miles of biking and hiking trails, classrooms and (inevitably) a bar called the Slammer. Arts Center developers expect to attract 280,000 visitors a year by 2007, when the complex will be operating in earnest.

Elsewhere on the former prison complex, Fairfax County will place about 500 acres of ball fields and a prison museum. The few new homes will be built on a nearby ridge -- and there will be only 750 of them, far fewer than some arts center leaders feared.

Arts center leaders will preserve as much of the prison feel as they can -- especially the murals painted on outside walls by former prisoners. The idea is to retain the authenticity of the place and keep alive its sometimes daunting history.

"I used to bring my students here," said Jacqueline Delclos, a Lorton artist who's one of the vice presidents of the Lorton Arts Foundation. "They'd meet with the prisoners, and they'd be scared to death."

"I remember walking my daughter in the neighborhood and hearing the prison siren," said another vice president, theater professional Linda Evans. "I'd wonder, 'Who's out now?' "

Neal McBride, secretary-treasurer of the foundation and a neighbor of both Jacqueline and Linda, said arts center plans have met with almost no resistance in the immediate area.

"You will always find a person or two who will think only about the negative history" of Lorton and who will therefore assume that the property is forever tainted, Neal said. "But most people in the area say, 'Oh, what a wonderful thing to do with that property.' "

The project is moving slightly more slowly than organizers had hoped. Reason: administrative delays.

"We've kind of overwhelmed the bureaucracy," said Neal, a health-care manager for the Department of Veterans Affairs until he retired a couple of years ago. He expects arts classes to be available in 2005, a year later than originally anticipated.

Beside offering artists a chance to boost their income, the Lorton Workhouse will provide a place for live theater and music. The southern part of Fairfax County has no such facility. The closest such place is at George Mason University -- and the Patriot Center is often devoted to expensive performances by well-known national stars.

The complex is not a sure thing. Under terms of its deal with Fairfax, arts center leadership must raise $6 million from private sources and float another $6 million worth of bonds. In a "down" economy, neither is guaranteed.

Still, to preserve the authentic funkiness of prison dorms, to add a badly needed arts complex to a growing part of the metropolitan area and to keep huge, soulless subdivisions away is a triple win, as far as Neal McBride is concerned.

"I liken it to the Lawn at the University of Virginia," he said. "It has a heritage that's worth keeping."

"There are still people in this county who think there are prisoners in there," said Jackie Delclos.

"It's time to change that," said Linda Evans.

Many thanks to Fred and Dara Allen of Lusby for another in our occasional series of horrible-pun signs seen aboard commercial vehicles.

Fred and Dara saw this one on the side of a tow truck in Southern Maryland:

"We don't want an arm and a leg -- Just your tows."

To contact Bob Levey:

By phone: 202-334-7276.

By fax: 202-334-5150.

By U.S. Mail: Bob Levey, The Washington Post, Washington, D.C., 20071.

By e-mail: leveyb@washpost.com.