On a fall afternoon in 1992, Beverly Cooper stepped aboard a Metroliner bound for New York. She had been making the trip from her home in Baltimore nearly every week since becoming vice president of the Reginald F. Lewis Foundation two years before.

The silver train streaked past rivers, fields and trees with leaves blazing orange, auburn and brown. But Cooper was so accustomed to the 2 1/2-hour ride that she hardly noticed the autumnal splendor. Head down, she focused on crossword puzzles.

At Penn Station in Manhattan, she weaved through the murmuring crowd in the terminal and hailed a cab to a residential tower on Fifth Avenue. Once inside the luxurious two-story duplex on the top floors, Cooper walked through the spacious foyer and into the living room, decorated with Louis XIV-style furniture and original paintings in gilded frames. Sunlight poured through the wide windows overlooking Central Park. After rounding a corner, she remembers, she saw Lewis, seated on a sofa, waiting patiently.

He was the multimillionaire chairman of TLC Beatrice International Holdings, a food-distribution company, and one of the nation's wealthiest black Americans. Lewis usually looked the part: tall, sharp, handsome. But on that day, Lewis wasn't feeling like himself. At the time, Cooper says, he didn't yet know that a tumor was growing in his brain.

It was one of the last times that she would see him alive.

They embraced warmly and started chatting like old friends. Cooper and Lewis grew up together in the Rosemont section of West Baltimore, so close in age that it hardly mattered to either of them that she was his aunt.

Somewhere in the middle of their conversation -- "I think we were talking about something" other than work, Cooper says -- Lewis's tone changed. There was something he wanted to say.

"Bev," he said, "I want you to write something down for the foundation."

"Okay, Reg," Cooper said.

Lewis's face softened, and he appeared to be in deep reflection. Cooper had learned to take moments like this seriously, because Lewis had shown remarkable vision in the past.

"He always knew when certain things would happen, and they did," Cooper says.

She recalls how, at age 9, Lewis proclaimed he would one day be a lawyer. In many households, such a declaration would have been no big deal. But in Rosemont, circa 1950, black youngsters usually didn't aspire to be lawyers.

Lewis went on to attend Virginia State University on an athletic scholarship. When a bad shoulder ended his dream of becoming a professional baseball player, Lewis won admission to Harvard Law School and became a lawyer.

Cooper readied her notepad and concentrated on what Lewis was about to dictate. She looked up and saw him handing her his favorite heavy fountain pen.

Lewis reeled off a few organizations he had selected to receive gifts from his fortune upon his death, and Cooper wrote down their names: Harvard Law; WNET, a New York public television station; and Howard University. Then Lewis began talking about black children and their education, how they should be exposed to things that instill pride and prove to them that they are an invaluable part of American society.

When Lewis finished, Cooper peered down at her notebook to review what he had dictated: "museum and cultural center." She had also written down a dollar amount. They didn't discuss what to do next. Cooper assumed they would talk more about it later.

That time never came.

LEWIS'S DREAM OF A MUSEUM of African American history and culture did prove to be prescient, although he might never have imagined it would take shape in his native Baltimore, rising with little fanfare near the city's Inner Harbor. Nor might he have envisioned that it will be, when finished, the largest such museum on the East Coast and the second-largest in the country.

The African American history that the museum will showcase is said to be among the richest of all the states', encompassing some of the most prominent people in U.S. history, from Benjamin Banneker to Billie Holiday; Thurgood Marshall to Cab Calloway; Harriet Tubman to Alain Locke; Frederick Douglass to Sugar Ray Leonard -- all Marylanders.

Yet the museum will also pay tribute to the thousands of ordinary people who lived quietly heroic lives, helping to build Maryland's tobacco and maritime fortunes, integrating movie theaters and schools and buses, or simply persevering in the face of racism and oppression.

There was Isaac Dorsey, a slave who paid for his freedom and had to carry around manumission papers to avoid being recaptured and dragged back into bondage. A century later, his great-grandson James nearly destroyed the papers out of shame because they were proof that a family member had been a slave.

Philip Reid was a slave, too. He was one of hundreds from Maryland who helped build the U.S. Capitol. In an ironic twist, Reid, a master ironworker, oversaw perhaps the most important task: hoisting the Statue of Freedom atop the dome in 1863. His master, Clark Mills, was paid $23,700 for the labor.

Isabelle Foster was an ordinary black woman who walked a mile to catch a bus to a one-room school in Denton, Md. Later, she took a job as a domestic, running her own home and someone else's for 40 years. She and her husband saved enough to send three children to college.

The museum's content will be a tapestry of love, pain, triumph and grief. Because the past is reflected in the present, the contemporary history of how the museum came to be is not all upbeat.

Two of its strongest supporters died of cancer before its completion; problems with the design threatened to doom the project; and a popular executive director who helped nurse the effort from infancy was fired in a move that came close to breaking the spirit of the organizers. The curator quit and has yet to be replaced permanently. And now the 82,000-square-foot building, swiftly rising at Pratt and President streets, must be filled -- a painstaking process of sleuthing out artifacts, many of which have been undervalued and ill-preserved over the decades. The opening has been postponed twice, from 2002 to this December and now to early next year.

With such dramatic twists and looming questions, the museum's own tale might one day be worthy of placement in one of its galleries.

AROUND THE TIME that Reginald Lewis and Beverly Cooper created their list in Manhattan, Maryland Del. Howard "Pete" Rawlings started agitating in Annapolis.

It was 1992, and Rawlings, a Democrat from Baltimore, was running out of patience. He picked up a telephone and called J. Rodney Little, director of the Maryland Historic Trust.

"I'm tired of waiting," Rawlings barked. "I want to know right now. If you had to come up with a project, what would it be?"

Three years before, Rawlings had approached Little in the State House, between legislative hearings, to ask his advice about starting a museum of African American history. Little said the first step would be to conduct studies to determine the extent and condition of Maryland's African American collection and the potential for tourism. Rawlings, then a ranking member of the House Appropriations Committee, arranged for the money to fund the studies.

Now, on the phone, Little's time was up. Rawlings had recently become chairman of the committee, making him one of the most powerful politicians in Maryland. He was a bear of a man, thick and round, and he knew how to throw his weight around.

Little was ready.

Maryland's African American history was slipping away, one study said. Artifacts and records are dispersed among the state's residents, who may not realize the value of what they have, as well as small organizations, where "their care is precarious at best," the study said. The 10 museums in Maryland that promote African American history and culture deal primarily with well-publicized events and people, and there is little documentation of the day-to-day lives of the state's lesser-known African Americans, including those who figured in the civil rights movement. Many of those people were dead. Others were very old, their voices about to be silenced forever.

"It's not enough to have an artifact or photograph," says Wayne Clark, chief of the state Office of Museum Services. "We needed the stories of people involved."

Maryland's largest depository of African American artifacts, the Banneker Douglass Museum in Annapolis, didn't have the capacity to hold all of the material that historians believed was out there.

Rawlings was alarmed. A college math teacher before his election in 1979 to the House of Delegates, Rawlings, like Reginald Lewis, was deeply concerned about the mental well-being of young black people. He felt that a cultural disconnect from the resourceful people who lived before them was part of the reason young people often lacked a sense of self-worth. But the studies also contained good news: A new museum showcasing the state's African American history could draw enough tourists to flourish.

Rawlings started to assert his power. As appropriations chair, he could pick up a telephone and any politician in his right mind would return his call. Then-Baltimore Mayor Kurt Schmoke's administration was one of the first to hear from him, late in 1993. The city had a huge parcel of land at the corner of Pratt and President, a prime location that was being leased as a parking lot. Rawlings wanted it.

Rawlings had wielded his influence on the city's behalf in the past, and the museum was certainly a worthy cause, Schmoke said, so the city donated the land. Next, Rawlings got in touch with then-Gov. William Donald Schaefer. In the cash-strapped early '90s, a museum seemed a dubious way to spend money. But Rawlings was adamant.

At a 1994 meeting in the governor's office, Rawlings and Schaefer greeted each other like old friends in Schaefer's carpeted office. Little remembers that Rawlings was direct.

"Black people don't have statues, don't have symbols and don't have institutions in Maryland," he argued, despite the fact that they make up more than 25 percent of the state's population.

Why not build an African American museum with state money to honor their accomplishments? It was long overdue, he said.

"The governor wasn't really enthusiastic in the beginning," but Rawlings kept pushing, and Schaefer relented, Little says.

Schaefer knew the $34 million cost of the museum would be a tough sell in the legislature, regardless of Rawlings's power. Whoever managed the museum effort would probably be an African American, given the nature of the undertaking, and that person would have to raise millions of dollars in matching funds.

Who in Maryland's black community had the clout and know-how to raise that kind of money?

The answer was a man Schaefer had known for a long time, someone who had challenged him the first time he ran for mayor of Baltimore, an influential lawyer who had raised more than a million dollars on two occasions for the Harbor Bank of Maryland and Provident Hospital, which catered to the black community.

Schaefer offered Rawlings a deal.

"He said, 'I can get behind this thing if you agree to my appointing George Russell as the chairman,' " Little says.

"Pete thought it was a great idea."

There was only one problem. Schaefer hadn't told Russell yet.

GEORGE RUSSELL GUIDES his long, black Cadillac down a ramp that leads to the shadowy underground garage of an office tower on Light Street in downtown Baltimore. A parking attendant snaps to attention when Russell rounds a corner. The car is hard to miss, with its glistening exterior, buttery black leather seats and the kind of monstrous engine that seems wasted on a car that is always driven turtle-slow.

Moments later, Russell steps out of the elevator into the tony, members-only Center Club. As usual, he is dressed to the nines in a navy suit, the jacket falling from his broad shoulders like palace drapes. His gray hair is swept back from his forehead, and the nails on his thick hands are meticulously groomed.

Russell was one of the Center Club's first black members, a privilege hard-earned as the first black judge to sit on both the Circuit Court of Maryland and the state Court of Special Appeals, and as the city's first black solicitor and bar association president.

The maitre d' seats him at one of the best tables, next to a window with a view of the city where he grew up. As always, he orders salmon, well done. Between bites, he talks about the day the governor called and asked him to lead the museum effort.

Their relationship began in 1971, when Russell challenged Schaefer for mayor and lost badly. Afterward, the two became friends, perhaps partly because they shared a similar bold style.

"George, I'm creating this commission, and I'd like you to head it up," Russell recalls the governor saying.

He didn't toy with his answer.

"I told him no," Russell says. "I didn't know anything about a museum."

When Schaefer called him a second time, "I told him no again," Russell says.

Frustrated, Schaefer dialed Louis Grasmick, a promoter who had staged events for politicians and celebrities, and a friend of Russell's since they'd served together on a civic center commission in the '60s.

Certain of his ability to bring people and events together, Grasmick called Russell.

"I didn't want to make a grandiose statement," Grasmick recalls. "I said, 'George, I really believe that with the little bit I know of African American culture . . . this could be comparable, I think, to a Holocaust museum.' '' Russell didn't budge, so Grasmick went deeper.

"It will be the most important thing you have ever done in your career, George," Grasmick told Russell.

Russell considered his own underprivileged childhood. He'd grown up struggling on Baltimore's west side, the son of a postman and a homemaker, and attended segregated schools with hand-me-down textbooks from white schools. Even when he became successful, the memory of the books still grated. Now he was in the twilight of his life. Might his legacy be giving black children what he'd never had -- a great history museum?

"It would be a sad thing to pass from this world without having touched anyone," he says.

AS THE MUSEUM'S CHIEF FUNDRAISER, George Russell would wake up at 4:30 a.m. on most weekdays, slip out of bed, shower, dress and hop in his Cadillac for the drive from Baltimore to Annapolis.

His goal was to sit in front of a delegate's or senator's office by 6:30 a.m. and be the first person he or she would see before having a chance to open the office door.

How you doing?" Russell would say. "Can I come in? What's going on with the museum?"

"He would show up every single day, and sit down and look at you to make sure you made a decision," says then-Sen. Barbara Hoffman, chairman of the Budget and Taxation Committee. "He would show even if the project was never going to be discussed."

There were meetings when senators would say they favored cuts, and Russell would sit on the edge of his seat, ready to pounce. He was annoying, but effective, Hoffman says. "Pete [Rawlings] drove the money, but it was only because George was driving Pete."

Rawlings's colleagues in the House had a different view.

"Everyone knew this was Pete's project," says Del. Samuel Rosenberg, who was the chairman of the capital budget subcommittee under Rawlings. "He would say, 'Keep the money in, don't cut it!' My subcommittee knew that even if the analysts recommended cuts, we weren't gonna take it."

Rosenberg had his doubts about the museum. "I remember asking, Aren't there more important things," he says. "Putting your neck on the line like this, what if this didn't work?"

Hoffman was presiding over a Budget and Taxation Committee meeting in 1998 when a deal was finally cut. Russell was sitting in the front row of the gallery. The state would fund $31 million of the museum's $34 million costs, plus most of the $2.4 million annual operating costs for several years. But there was one major stipulation, Russell recalls.

"She said we had to raise $1.5 million before the state would spend a dime."

"You've got to be able to put up something," Hoffman says, recalling her thoughts that day. "No other museum out there has this kind of funding. I guarantee it."

Upon hearing the amount, Russell calmly stood up and walked through the hearing room. Reaching the door, "I nearly collapsed," he says.

BREAK Russell and Grasmick picked up the pace of their fundraising calls, but the well was dry. In a dark mood, Russell reached out to an old friend for advice.

The friend was Peter Angelos, the multimillionaire lawyer and owner of the Baltimore Orioles. As a Baltimore city councilman and a building trades lawyer, Angelos had worked closely with Russell when he was a solicitor in the late-'60s and early '70s. They remained friends as both grew in stature.

Angelos took his call.

"What's wrong?"

"I told him I had to raise $3 million for the African American museum," Russell says.

Angelos was preparing to go to Camden Yards to watch the Orioles play a game.

"Come over to my box," he told Russell.

Russell left right away with his law partner Kenneth Thompson.

The game was about to start when Russell and Thompson walked into the sprawling luxury box. Angelos was sitting near a window overlooking the flood-lit diamond. Wearing a business suit, Russell took a seat.

He told Angelos what had happened in the Senate. The last-minute decision. The $3 million. His concern about where he would find the money.

"How much do you need now?" Angelos wanted to know.

"I need a million five now," Russell said.

"I'll give you the million five," said Angelos.

Russell didn't know how to respond. "I was in shock," he says. "I never contemplated he would come out of his pocket with a million five."

The next day, Russell met Angelos in front of the Harbor Bank of Maryland. At noon, Russell saw Angelos strolling up the walk, framed by the dark tinted windows of the 23-story One Charles Center office building he owns. The envelope was in his hand, and he was right on time.

"I'll be damned," Russell remembers saying to himself. "I didn't believe it was true until I saw him."

But there was something Russell didn't know about his old friend. Angelos had grown up in the suburbs of Pittsburgh, the son of Greek immigrants. When he went to grade school in the 1930s, he said, the school system was already integrated. Several of his childhood friends were black.

When his family moved to segregated Maryland years later, young Angelos was confused by the open hostility his white peers showed toward black people. "The white community needs to know a lot more about the African American community and its contributions to this nation than it does," he says.

The Harbor Bank president escorted Russell and Angelos to an elevator that whirred and crept up to the treasurer's office.

"He accepted the check right there at the desk," Russell recalls. "You get top service when you deposit a million five."

DESPITE THE FUNDRAISING windfall, the museum was about to endure a string of events that threatened to tear it apart. In February 2000, the museum's first architects, Associated Baltimore Architects, were fired. Two state oversight panels had declared the firm's renderings "somber" and "bland" before vetoing them.

The board estimated that the firing would likely delay the museum's groundbreaking by at least two years -- from 2000 to 2002 -- if not longer.

Mayor Schmoke stepped in with a proposal. He called some of the museum's executive board members to his City Hall office and asked them to consider moving into the vacant building of the Baltimore City Life Museums, which had closed the previous year.

The meeting was tense.

"African Americans are tired of leftover seconds," said Aris Tee Allen Jr., the board's vice chairman.

George Russell was even more put out and stepped away from his chair.

"I'm leaving," he said.

Why? Schmoke wanted to know.

"Because I can't be civil," Russell said. "All my life I've had hand-me-downs, starting with the books I used in school. I would quit before I'd accept a used museum."

Looking back on that day, Schmoke, now dean of the Howard University School of Law, says, "I didn't see it that way at all."

Russell dismisses Schmoke's bafflement with a flip of a hand. "He just didn't get it," he says.

The museum made a relatively quick recovery. Architects Gary Bowden, representing RTKL of Baltimore, and Phil Freelon, of the Freelon Group of North Carolina, offered a new design.

The five-story black granite building at Pratt and President would jut out from amid the current jumble of peanut butter-colored office buildings, catching the eye of Inner Harbor passersby. A red wall would run through the building like a giant scar, symbolizing the upheaval that Africans faced after arriving on Maryland's shores in the 1600s and the will that helped them survive and prosper. The wall would ascend with the stairs, rising two feet above the roof.

The board was impressed, and it awarded the Bowden-Freelon team a contract.

Meanwhile, Russell and Grasmick were struggling to raise money for an endowment to rely on if long-term operational funds ran short. One foundation hinted that it might consider awarding a grant if the museum had an educational component.

Grasmick went home, flopped on a couch and shared his story with his wife, state schools Superintendent Nancy Grasmick, who came up with a plan to incorporate the museum into the history curriculum of Maryland elementary and junior high schools.

The money started to trickle in. Constellation Energy Group pledged $130,000 that year. The T. Rowe Price Associates Foundation promised $200,000. Still, it wasn't nearly enough to reach the museum's goal of a $25 million endowment.

Out of nowhere, Reginald F. Lewis spoke, as if from his grave.

ON THE MORNING OF FEBRUARY 5, 2001, a newspaper deliverer tossed the Baltimore Sun on Beverly Cooper's doorstep.

It had been eight years since Lewis died of brain cancer, and she hadn't looked at his to-do list in nearly all that time. She went about her day, too busy to read the newspaper. Then that night she opened the Sun and came across an article about the planned museum.

"I was speechless," she says. "I said, 'Oh my goodness.' I thought it was serendipity that this happened."

She picked up the phone and called to arrange a meeting with Russell, who remembered Cooper only vaguely as a woman who attended the same Catholic church as his sister Helen Russell Quarles.

Scheduling conflicts delayed their meeting for months. When they finally got together over lunch at the Center Club, Cooper told Russell she was very interested in the museum. Russell offered an enticement: The board's executive committee had decided to name the museum the Reginald F. Lewis Museum of Maryland African American History and Culture.

"We thought that Reginald Lewis was ideal," he says. "He came from poverty. He showed that poverty was not a bar to success."

Later, Cooper met met with the foundation board chaired by Lewis's widow, Loida.

"Reginald had the number on the paper, and that's the number we gave," Cooper says. It was $5 million.

The Lewis foundation donation appeared to be a turning point in the museum's quixotic odyssey. But there were more difficult days ahead. In late 2002, museum curator Cheryl Fox quit to take a job closer to home at the Library of Congress. Her departure set the staff's work back months.

Then, several months later, the museum's executive board fired executive director Nikki DeJesus Smith. She had helped manage the project since its beginnings in 1994. Her dismissal came just months before the building's groundbreaking. After an official statement was released by the museum corporation last July 22, Smith disappeared from public view. She did not respond to three attempts by The Washington Post Magazine to reach her. Steven Hoffman, one of her attorneys, said a settlement agreement between Smith and the museum bars both parties from discussing the matter.

Some board members were furious about Smith's departure. John W. Franklin, son of legendary black historian John Hope Franklin, fired off a letter to his colleagues. "To lose a person who has their finger on the pulse of every detail of this complex project may fatally impair the institution," he wrote. An excerpt of the letter was published in the Baltimore Sun. At a special meeting called by Russell afterward, Franklin was censured and stripped of his committee assignments.

Sandy Bellamy, a lawyer who had been with the museum for three years as development director, replaced Smith. Bellamy had worked as an attorney for the Smithsonian, "negotiating agreements for book publishing, television documentaries, movie productions, travel tours" and other assignments.

"My paramount concern was attracting professionals to the museum," Bellamy says. "There was a small staff. We were very young."

Not everyone believed that the museum would be a success. That concern surfaced last December, when the National Endowment for the Humanities responded to the Lewis Museum's application for a challenge grant. It was declined. An anonymous panelist who reviewed its application was harshly critical.

"This reviewer cannot recommend this project for funding," the panelist said, because its "building is an outsized structure whose operational costs projections may be too optimistic . . . and has a small (mainly borrowed) collection spread out over a very large space."

At the time, 90 percent of artifacts the museum had collected were borrowed.

The panelist contended that "the city already has a black museum, Great Blacks in Wax," which features wax figures of prominent African Americans. Bellamy took issue with that view then, and she still does. "What Great Blacks in Wax does is wonderful," she says, "but we needed a facility to house, conserve and exhibit artifacts -- and develop scholarship."

Most of the NEH panelists who reviewed the Lewis Museum's challenge-grant application supported it. The fact that Russell, Grasmick and others on the board eventually managed to raise $25 million for an endowment didn't hurt. "The ability to fund-raise and match clearly is not a problem for this organization," another panelist wrote. The panel rated the request favorably, but it was turned down nonetheless.

Bellamy is frequently asked whether the proposed National Museum of African American History and Culture in Washington might eventually siphon tourists away from Baltimore. The museum on the Mall, approved last December, will take at least a decade to build.

"We have a strong partnership with the Smithsonian . . . and [that relationship] will allow us to build on our borrowed collections and our marketing strategy. It will help us," Bellamy says.

Bellamy views the skepticism as a sign that people are watching the museum's every step, and she has begun pushing her staff harder. She has set a goal of completing the collection and the exhibitions script by the middle of this year. Registrar Kathryn Coney, exhibits director Margaret Hutto and historian Jeffrey Stewart are working 16-hour days, including weekends, driving throughout Maryland to meet people they hope will donate artifacts and tell their stories.

THE ROAD FROM THE DISTRICT to Calvert County undulates for miles, climbing around green hills before flattening out. Roadside signs chronicle the city's gradual fade to the exurbs and finally the wide-open plains of rural Maryland.

"Gun sale!" a sign close to the District city limits declares.

"Shrimp bait and tackle," says another sign, farther down the road.

A few miles behind the Calvert County line, where yet another sign hawks fresh farm produce, a thin, winding road leads to the farm where Leroy Greene grew tobacco for most of his life.

Coney, Hutto and the museum's education coordinator, A.T. Stephens, traveled that road one Saturday afternoon in March. Later in the day, Coney stood on the porch of one of Greene's sons, frantically waving at a passing truck.

"Did he see me?" she asked.

The truck, driven by a worker for Artex, a firm that specializes in handling and preserving artifacts, made a turn and pulled up a gravel drive, then came to rest on the soft earth next to a wooden barn.

Within the barn were Greene's farm tools -- including three tobacco knives, a hand planter, a five-tooth cultivator, farming hoes and a 1952 John Deere Crawler tractor. They have sat, rusting, since Greene sold his last tobacco crop in 1986. He died five years later, followed the next year by his wife, Bertina.

Born in 1905, Greene had grown up on a Calvert County tobacco farm, where his father was a sharecropper. He learned to farm from his father and became a sharecropper himself before he finally bought land in 1945. "We sharecropped half and half everything," Greene said during an interview with an employee taped by the Calvert Marine Museum in January 1991, not long before he died. "Half tobacco, half pecans, everything we grow we get half of it. We were getting in there, doing the feeding, taking care of the stock all year round, because them people didn't even take care of no stock, you know what I mean?"

Thousands of black Maryland farmers had similar tales to tell, but, unlike Greene's life, theirs went unnoticed.

Former executive director Nikki DeJesus Smith and former curator Cheryl Fox had come across Greene's oral history, but filed it away while focusing on other material. It was rediscovered when Coney and Hutto joined the museum last July. Coney called the Calvert Marine Museum, which put her in touch with Greene's family. The two contacted dozens of other potential donors throughout Maryland in the same way.

Coney and Hutto drove to Huntingtown and asked Greene's youngest son, Leonard, if he was willing to donate artifacts to the museum. Leonard Greene led them to the treasure trove of farming tools.

"Through the years, we let stuff go," said Leonard Greene, a tall, sturdy man with skin the color of a graham cracker, as he watched the Artex workers collect the items. "We didn't know the importance of it."

Inside the barn, museum workers started the process of preserving the artifacts. The truck's driver knelt on the ground and gently lifted the tobacco knives, which were used to separate the tobacco leaves from the stem. Then they wrapped them in a gauze-like material, then in canvas and bubble wrap. All told, it took three hours to collect the objects.

In many ways, the museum's success depends on the generosity of strangers, like the Greenes. Sixty percent of the roughly 300 artifacts that had been collected as of last month were obtained just this way, by traipsing across the state, following up on leads from historians and historical societies. The other 40 percent are on loan from places such as the Highland Beach Historical Commission and Howard and Morgan State universities.

Coney and Hutto have driven to Highland Beach in Anne Arundel County to check out the land Frederick Douglass's son, Charles, bought in 1893 to build a thriving black community; to Cumberland County to survey a church that was a stop on the Underground Railroad; and to Maryland's Eastern Shore to look at the boats and equipment used by black oystermen. Among other items, they collected heirloom quilts illustrating owners' family histories and a vintage typewriter from the Baltimore Afro-American newspaper.

Their work has been made more difficult by the protracted search for a new curator, which wasn't helped by the controversy surrounding DeJesus Smith's firing. Still, the lack of a curator and the possession of just 300 artifacts are not necessarily fatal flaws, says E. Selean Holmes, chief curator for the DuSable Museum of African American History in Chicago.

A registrar and an exhibits director can compensate for not having a curator, at least temporarily, Holmes says. As for the small collection, it would be adequate for an inaugural exhibit, she says, as long as the museum continued to build on it. The DuSable has collected thousands of pieces, Holmes says, "but we've been here for 42 years."

IF YOU WERE TO VISIT the Reginald F. Lewis Museum of Maryland African American History and Culture, the way it is now envisioned, you would find yourself walking across a terrazzo floor through a light-filled concourse, a curving staircase beckoning ahead. At the entrance to the third floor, you'd be struck immediately by a stunning mural depicting the shores of Africa, the Caribbean and Maryland. The room would open onto the exhibits, a hidden world of faded portraits, artifacts and replicas.

The story of black Maryland will be told in three permanent exhibit galleries, "Building Maryland, Building America," "Art and Enlightenment" and "Family and Community," which span the 17th century to the present, according to a 400-page script developed by Gallagher and Associates, a Bethesda firm that specializes in museum planning and design.

Visitors would have their choice of three doors. If you were to walk through the center door to the Family and Community gallery, you'd learn how men, women and children lived and died, struggled, sacrificed and triumphed. The walls in the exhibit would have warm brown wood tones, tinted with a reddish hue, like earth, or blood.

As you entered the exhibit, you'd find the tale of Isaac Dorsey, the slave who bought his freedom and was forced to carry the proof of sale throughout his life. The manumission record would be presented, tattered and faded, in a case on that wall. An audio display would tell the story of slaves who purchased freedom.

Next would be the story of Barbara Pietila of Baltimore, who sewed the story of her family's slave history into a quilt. There would be a slave pen window and scenes from slave auctions -- some of which were held in Baltimore's Inner Harbor, a few feet away from where the museum sits.

Araminta Ross, better known as abolitionist Harriet Tubman, would greet you next. Tubman was a conductor on the eastern branch of the Underground Railroad, which pulsed through Maryland, ferrying her family members and other slaves to Pennsylvania via the Eastern Shore.

You might then notice the narrative of the bloody Pratt Street riots, sparked by the Union Army's occupation of Baltimore during the Civil War. At the center of the gallery would be the more modern tale of George Armwood, one of the last black men lynched in Maryland. He was pulled from his jail cell and hanged with telegraph wire after being accused of assaulting a white woman in 1933.

Irene Morgan's story would be there as well. In 1944, she was riding a bus from Gloucester, Va., to Baltimore for a doctor's appointment when white passengers boarded and claimed her front seat. She refused to get up.

Morgan was represented by Thurgood Marshall, the man whose exhibit will be beside hers in the gallery. Marshall and Morgan triumphed when the Supreme Court ruled that Virginia could not enforce segregation on federal interstate routes. Marshall, a Baltimore native, would go on to be the lead attorney in the landmark Brown v. Board of Education case and the first black Supreme Court justice.

In this gallery you'd also experience Maryland's historic black communities through interactive maps, documentaries and the voices of people who have lived in them.

The Art and Enlightenment exhibit would be straight ahead, with stories of Maryland singers, instrumental musicians, philosophers, poets and prizefighters. The walls would be painted in frosty aluminum, to convey a sense of industry. A replica of Benjamin Banneker's house would be on the right.

You might look up and see an image of the night sky that inspired Banneker to map the stars. Banneker, who lived on a Baltimore County farm, was the son of a man from Guinea and a woman of mixed heritage. He became an inventor, philosopher, author.

When he was 22, he borrowed a watch and used it to build a clock that kept time for half a century. One day, Banneker read Notes on the State of Virginia, written by the then-Secretary of State Thomas Jefferson. Banneker sent Jefferson a copy of his almanac of complex scientific calculations. Inside was a declaration: "The color of the skin is in no way connected to the strength of the mind or intellectual powers."

At this point, the room would widen and you'd learn the story of Benjamin Quarles, whose essays were the first from an African American historian to appear in a major historical journal.

To the back would be a replica of the old Royal Theater in Baltimore, where famed musicians Cab Calloway, Billie Holiday, Orlando Johnson and Chick Webb played.

Across the aisle from the gallery you'd find an entrance to the Building Maryland, Building America gallery, filled with stories of midwives, washerwomen, inventors, doctors and slaves who smelted iron to help build the slave ships that sailed the Atlantic. A replica of a boat, the Henrietta Marie -- a slave ship that touched the coast of Maryland, selling off its human cargo, before sinking off Florida -- would, temporarily at least, introduce visitors to that gallery, painted in shades of gray, like iron.

Tracing the walls, you'd pass by an iron arch, view artifacts made by ironworkers, the caulking tools that made ships, and African boat forms. Most of the workers in the state's oyster- and crab-processing houses over the last century have been African Americans, few of whom were able to earn a living wage, according to the museum script.

Farther down the gallery would be the stories of those who made their mark in other realms. Among them would be: Cathy Hughes, the former Howard University lecturer who formed Baltimore's Radio One, the world's largest black network of radio stations; and Levi Watkins, who implanted the first heart defibrillator to correct irregular heartbeats. Watkins grew up in Montgomery, Ala., arrived at Johns Hopkins University Hospital as a surgical intern in 1970 and later became the hospital's first black chief resident for cardiac surgery.

By the time you were finished touring, you'd be stirred and, very likely, surprised, hopes historian Jeffrey Stewart.

"If you look at the impact that African Americans have had on American history, it's actually a phenomenal story," says Stewart, who helped write the script. "We want people to leave the exhibit with a very strong understanding of that."

AS THE LIGHTS FADED, the crowd fell silent and a soft piano melody started to fill the Joseph P. Meyerhoff Symphony Hall. The Baltimore Symphony Orchestra stirred with its drums, violins, French horns and flutes. It was the beginning of "Live the Dream: A Soulful Fanfare," composed by pianist David Alan Bunn for Reginald F. Lewis.

It was December 11, 2003, and the gala celebrating the anticipated opening of the museum had begun, all 2,400 tickets sold. Lewis's mother, Carolyn Fugett, was there, as was his widow, Loida, and their daughters, Christina and Leslie. So were Gov. Robert Ehrlich and Lt. Gov. Michael Steele. Glaringly absent, though, was the man who willed the museum into being. After battling cancer for four years, Pete Rawlings died barely a month before the gala. He was 66. The programs distributed that night extolled his contribution.

Comedian Bill Cosby spoke, and actor James Earl Jones read a short narrative called "Birmingham Sunday," about four black girls who were killed in 1963 when racists bombed a church in Alabama. After an intermission, trumpeter Hannibal Lokumbe led a musical program that traced the arrival of Africans to Maryland's shores through the Middle Passage to the present day.

At one point, a woman portraying a slave belted out "How Long O Lord?"

Beverly Cooper sat riveted. In his box seat, George Russell started to cry.

NAACP President Kweisi Mfume supplied the theme for the evening.

"We dedicate this night to the children of Maryland," he said, "and to those who once were children long ago, in a different era, a different time, who lived under what historian John Hope Franklin called 'that peculiar institution.' "

Darryl Fears covers race and ethnicity for The Post's National desk. He will be fielding questions and comments about this article Monday at 1 p.m. on www.washingtonpost.com/liveonline.