On the first day of his final year at H-B Woodlawn, Ray Anderson steps to a microphone on the stage of the Arlington County school's cozy auditorium. Nearly the whole school -- about 600 sixth- through 12th-graders and several dozen faculty members -- fills the wooden seats and stands against the aqua blue walls. The crowd greets the principal with a huge ovation. "Yeah, Ray, whoo-hoo!" screams a girl in a green T-shirt.

Anderson is clad in a red Hawaiian T-shirt, tan shorts and brown leather sandals. At 62, his craggy face and neatly trimmed salt-and-pepper beard and mustache bring to mind a Shakespearean king. His crew cut evokes 1950s authoritarianism, but there's little about him -- or the alternative public school he helped create 33 years ago -- that would strike anyone as traditional.

As the cheers die down, Anderson tries to speak, but he is immediately cut off by another swell of applause. "I love you, Ray!" a girl yells from somewhere in the crowd.

Everyone is on a first-name basis at H-B. Even the 11- and 12-year-olds address teachers and administrators by their first names. It's one of the first things I learned -- and quickly learned to love -- when I came here as a seventh-grader in September 1984. Another thing I learned is that as an H-B student you never let Anderson start speaking right away at school assemblies. No one seems to know how this tradition began. It's just one of several idiosyncratic rituals that one class has passed on to the next, like the way this year's class of 80 seniors arrived at Anderson's house at 2 a.m. the night before school began to serenade him with Motown hits.

Time after time, Anderson tries to speak, and, time after time, the students clap and shout. It's part sophomoric prank, part cult of personality, part genuine appreciation.

No one personifies H-B Woodlawn's quirky, counterculture ways more than Ray Anderson. He was instrumental in getting the school off the ground in 1971 and in creating many of the 1960s-inspired principles that remain in place today: town meetings where students have a real say in the way H-B is run, including who gets hired to teach; student-created elective courses; optional class attendance.

Now, as Anderson waits for his chance to speak, there is consternation in the air. Anderson is retiring July 1, and many people, including senior Zach Fried, are worried that when the principal departs, H-B "might turn into a regular public high school."

H-B is not regular. At least, not yet.

"I am pleased to welcome you back to the 33rd year of H-B Woodlawn," Anderson says when the cheers finally die down. He greets the new sixth-graders and introduces the seniors, who take the stage to a booming hip-hop beat and lead the whole school in a singalong to the Oasis song "Wonderwall":

Today is gonna be the day

That they're gonna throw it back to you

By now you should've somehow

Realized what you gotta do

I don't believe that anybody

Feels the way I do about you now

Just a typical first day at the school once known as Hippie High.

THE INSPIRATION for H-B Woodlawn was born in a Volkswagen Westphalia camper as Anderson and his wife, Sara, were driving from Pittsburgh to Cleveland in December 1970. Anderson was six years out of Penn State with a liberal arts degree. He had spent four years working as a CIA analyst, then decided he was uncomfortable with the deception involved in more advanced intelligence work. So, in 1969, he became a social studies teacher at Arlington's Wakefield High School. He began feeling uncomfortable with that, too.

Wakefield was too conventional, too bureaucratic, too irrelevant. "The civil rights movement, the women's rights movement, the antiwar movement -- all this is going on, and we're teaching the War of 1812," he says recently over a bowl of Cheerios at his dining room table.

On that drive years ago, after half an hour of venting about his job, Ray turned to Sara, who was sitting in the VW's passenger seat. "I said, 'Sara, write this down,' and she did. She wrote this five-page memo."

The memo, a typed version of which still exists, acknowledged the need for "a system of rigid and closely supervised discipline" at Wakefield to control the student unrest that was typical of the era. "Since many of our present students and faculty will find that such a system inhibits the learning process," the memo stated, "for them I further recommend the establishment of a new high school in Arlington County." To bolster his case, Anderson cited a Time magazine article in which Dwight Allen, then dean of the University of Massachusetts School of Education, argued that every school system should create an alternative school, "where change is the tradition."

Unbeknownst to Anderson, a group of Arlington students who felt stifled by conventional schooling had been talking about alternative education since the late 1960s. When the VW memo was presented to the Arlington School Board in the spring of 1971, several of those students, including Washington-Lee High School junior Jeff Kallen, happened to be at the meeting.

Soon Anderson, Kallen and others formed a lobbying group called the Citizens Committee for the New School. In May 1971, the school board voted, 5 to 0, to establish what would become H-B Woodlawn.

The unanimous vote reflected the growing interest in alternative education, Anderson and Kallen say. "Relevant" education was the buzzword of the day, just as "accountability" is now. Plus, it wouldn't cost much to get the school up and running. The school would be housed in the recently closed Woodlawn Elementary building and would be staffed by teachers already on the county payroll. The stars had aligned.

The Woodlawn Program opened on September 7, 1971, with 171 students and nine teachers from all three of Arlington's established high schools. (Seven years later, it became H-B Woodlawn when it merged with Hoffman-Boston, an alternative middle school.) In the beginning, Anderson was Woodlawn's head teacher. The title "principal" was rejected because it might create too much distance between students and faculty, Kallen recalls. Woodlawn featured no yearbooks, no prom and no athletic teams. Attendance was optional. Classes met once or twice a week. Students often came to school barefoot, wearing tie-dyed clothes, and they spent much of their time at school "reading books, playing chess, plotting the next political campaign," Anderson recalls.

Learning was almost entirely student-directed, Anderson says. One girl studied poverty by living for nine weeks on the minimum diet recommended by the U.S. Department of Agriculture. Gail Degler Regina, now a legal assistant at the D.C. law firm Cohen Milstein Hausfeld & Toll, remembers writing "an in-depth study of nudist colonies" for an English class. Kallen, now a senior lecturer in linguistics and phonetics at Trinity College in Dublin, Ireland, took student-designed classes on women's liberation and death, and spent hours at the Library of Congress researching a paper on children's rhymes that he presented at a children's folklore convention in Nashville.

A lot of this may sound like the educational equivalent of malpractice, a '60s experiment run amok. But those involved, including Anderson, defend the school's early years. Students were really serious about their work, Regina insists. "They really went there to learn. I honestly feel there wasn't a single unmotivated student that first year."

While H-B tries to remain true to its funky approach to learning -- some students still go barefoot, freely wander multicolored hallways where graduating seniors sign their names in bold paint, and dump their backpacks in front of their lockers instead of inside them -- the school has grown larger and more conventional over three decades. Part of that evolution has been driven by the demand for Advanced Placement courses, which have crowded out student-designed electives.

Ellen Kurcis, 59, a longtime English teacher, says students used to take a different English elective every quarter. "The first time we had kids suggest electives, we had 55 suggestions," she recalls. In the 1980s, the English department switched to half a year of traditional English and half a year of electives. Now many students opt for yearlong AP courses that are no different from the ones they would take at a traditional high school.

The rise in standardized testing also has forced changes to H-B's freewheeling curriculum. Just as students do at other schools, H-B students spend an enormous amount of time preparing for and taking tests: the SATs; the Virginia Standards of Learning exams, which are designed to assess educational achievement; and AP exams, which can earn students college credit.

"Essentially, there's a month of school in which the regular schedule is highly disrupted by testing," says English teacher Randy McKnight, 60, who began teaching at H-B in 1972.

H-B has performed extremely well in the brave new testing environment. It ranked as one of the most challenging high school programs in the country in 2003, according to the data compiled by Washington Post reporter Jay Mathews for his "Challenge Index," which ranks schools by dividing the number of AP, International Baccalaureate or other college-level tests a school gives by the number of seniors who graduate. The school's average SAT scores for 2003 were 1211 out of 1600, higher than the county average of 1079 and higher than Arlington's three traditional high schools. H-B's SOL passing rates for high school courses in 2002-2003 were higher than those of any other county high school in 10 of 12 subjects and higher than the county average for 11 of 12.

To some degree, the school's conventional academic success explains why educational traditionalists have rarely challenged it. "The product has been extremely good," says Arlington School Board Chairman Frank Wilson.

Paul Gade was impressed by H-B's academic success but says son Eric was turned off by the school's atmosphere as a ninth-grader in 1999. His father was dropping him off on the first day of school when Eric spotted a boy sporting a mohawk, black lipstick and black fingernail polish. "This is where you want me to go to school?" demanded Eric, who transferred to Washington-Lee his sophomore year. Yet Eric's younger sister, Alex, is a senior at H-B and loves it, their father notes.

While not everyone embraces H-B's educational style, the school's popularity has soared along with its academic reputation. In 1971, every student who wanted to attend was admitted. By contrast, the waiting list for next year's incoming sixth-grade class of 69 students is 211 students long. There is also a waiting list of 60 students to fill 10 spots open for ninth-graders next year. That makes some parents angry.

"I would love for [my son] to be able to come to this school next year," Melissa Bristow complains when she corners Anderson during a January tour for prospective parents. "I guess, frankly, I find it frustrating and infuriating that . . . he's got no better than a one-in-six or one-in-seven chance of getting in."

For a long time, students were admitted to H-B on a first-come, first-served basis. By the early 1990s, parents were camping out overnight to admit their kids. Parents said they were attracted by the school's small size and academic freedom, but some School Board members worried that that parents were really trying to escape neighborhood schools with growing concentrations of lower-income and minority children.

The school system switched to an admissions lottery that gave preferences to minority students, but it had to abandon that plan in 1997 when a federal judge ruled it discriminated against white children. After a modified lottery was also challenged, the board switched to a purely random lottery in 1998.

Without any minority preferences, the percentage of white students in middle school at H-B reached a high of 77 percent in 2000-2001 and 2001-2002, county records show. The county's other middle schools were about 44 percent white during the same two years.

At that point, the school took matters into its own hands. "We started feeling like something had to be done," says Nate Schneider, who joined a student-faculty committee to study the school's admissions policy when he was a sophomore.

The committee crafted the school's current admissions policy, which was approved by the school board in 2001. Under the system, H-B's incoming sixth-grade class is chosen by a lottery that aims to ensure proportional representation for each of the county's elementary school districts, including those with high concentrations of minority students. The number of minority middle schoolers at H-B in 2002 -- the first year the policy was in effect -- jumped from 23 to 32 percent and is expected to rise to more than 37 percent next year, school figures show. Most applications, however, still come from white, affluent students.

"I think our people simply haven't known about it," says Katharine Panfil, principal of Randolph Elementary School, where the vast majority of the students are Hispanic and come from low-income families. H-B's new lottery and outreach efforts have started to boost the number of applicants from Randolph, Panfil says.

Schneider, now a sophomore at Brown University, says changing the admissions policy at H-B was a high point of his high school experience and one that he would have never had at another school.

"At H-B, I made speeches in front of the School Board," he marvels. "At H-B, they actually trust you in a really important way."

AN H-B TOWN MEETING convenes at 10:20 on a winter morning earlier this year inside the school's three-story, brick building on Vacation Lane in North Arlington.

Unlike at most secondary schools, students at H-B can exercise real power through the weekly town meetings, where every student and teacher has a vote on school policy. Student-faculty committees, like the one Schneider joined on H-B's admissions policy, are created and empowered here. Students vote on the school's discretionary budget and serve on panels that interview prospective job candidates.

Mary McBride, 60, an assistant principal at H-B, recalls being interviewed and hired for a teaching job by a panel that included students. Senior Emily Tinawi, now 18, served two years ago on a faculty-student panel that selected Mike DiGiacinto as the school's instrumental music director.

Participation in town meetings is optional, and attendance historically has been low relative to the school's population. On this day, eight of H-B's 46 full-time teachers and 30 of the 600 students approve a statement about the school designed to educate applicants to replace Anderson. H-B's core values, the statement reads, include "freedom," "a humane, nurturing community" and "a belief in democracy."

Anderson reports on the committee that brings in professionals to teach electives requested by students. A freelance writer, Amy Brecount White, is scheduled to teach an English course on literary springboards. Philosopher Ken Knisley is scheduled to teach two electives: the philosophy of religion and philosophical challenges. There's also a course on existentialism. "That's the one we're still trying to figure out what it means," Anderson deadpans in his precise, gravelly voice. A few students and teachers chuckle.

"The town meeting is asked to approve these," Anderson says. "The total cost for all the courses is a little over $3,000. We do have the money," which comes from a town meeting-approved fund for outside teachers carved out of H-B's county allocations.

"Discussion?" asks chairwoman Alex Gade, 17, a take-charge junior with a shock of blue hair hanging across her forehead. Someone asks how many students have signed up for each class.

"At least five or six," replies teacher Randy McKnight.

"Oooookay," Gade says. "All in favor?"

A chorus of "ayes" fills the library, with one dissent.

"The motion passes," she says, "almost unanimously."

ANDERSON SITS at the government-issue steel desk in his office, where a digital retirement countdown timer -- a gag gift from chorus teacher Jeffrey Benson -- shows 167 days, 11 hours, 55 minutes and 15 seconds remaining in Anderson's career.

Anderson isn't emotional about his impending retirement. He says he'll be too busy to pine for the school he founded. He's thinking about learning the piano. Perhaps dusting off the law degree he received long ago when he wasn't sure he'd stay at H-B for the long haul. Or maybe collaborating in a business to help students apply to college.

Right now, in fact, he's scrutinizing the George Mason University college application of senior Oscar Obando, a quiet 17-year-old who stands at Anderson's left elbow.

"Are you going to start working first semester?" Anderson asks.

"I really don't know," Obando answers.

"You probably shouldn't start working first semester," counsels Anderson, who told his own three children the same thing about having a job while in college. "My kids all started working second semester." Anderson's children, now grown, all graduated from H-B Woodlawn.

Like every faculty member at H-B, Anderson serves as a student adviser; there are no separate guidance counselors. The arrangement means that the student-to-guidance-counselor ratio is less than 13 to 1, compared with a national average of about 485 to 1. Anderson is advising 10 seniors this year. He also teaches at least one class, a requirement for every H-B administrator.

"He's awesome," says Sibel Solak, 18, who will attend Virginia Tech next fall and received Anderson's help in applying to colleges and for scholarships. "I've basically come to him last minute, and he's been able to provide a recommendation for me no matter what."

The intimacy between H-B's faculty and students is one of the things that sets H-B apart from larger, more traditional high schools.

"They've created a community that I'm much more proud of and attached to than both the college and graduate school I went to," says Emily King, who graduated in 1983 and is now a manager of people strategy at Booz Allen Hamilton in McLean.

Senior Emily Tinawi uses almost identical language to describe H-B. "It's much more like a community or a family," she says, than Yorktown, where she began her high school career.

But H-B isn't for everyone. There are students who simply aren't ready for optional class attendance or student-directed learning. School Board member Mary Hynes sent five children to H-B. Four did well there, but one struggled academically -- in part, she says, because the child didn't attend classes -- and no one at the school informed her or her husband.

Joanne Scully had much the same experience with her children. Daughter Jennifer did well at H-B, but son Andrew foundered. He transferred to Wakefield as a junior, his mother says, and "knows he has to be in class, and that's kept him more focused."

Andrew, 17, concedes that H-B wasn't a good fit for him. "I kind of sometimes regret leaving now," he says, "but at the time, I couldn't handle [the freedom]. The structure of Wakefield did me good."

IT IS APRIL 22, and the five members of the Arlington School Board are preparing to name Anderson's replacement. A fairly large crowd for the announcement of a new principal -- about 15 people -- gathers in the board's hearing room. Christy Mach, class of '92, is there, along with Andrew Soles, class of '91, and former math teacher Jim Schroeder. Shannon Downey, class of '88, is there with her husband, Guillaume Turpin. They're filming a documentary about Downey's class and the influence of H-B.

Anderson also awaits the news, sitting next to H-B's middle school administrator, Frank Haltiwanger. Haltiwanger, 54, is one of the three finalists chosen by a seven-member panel of H-B teachers, students and parents.

Panel member Elizabeth Nearing, an eighth-grader, is anxious about who her new principal will be. "I think any of the applicants would do a good job," she says, "but I'm nervous about it anyway."

A few minutes later, she and the other H-B supporters learn that Haltiwanger has been selected principal by Arlington School Superintendent Robert G. Smith. The crowd stands and applauds. Haltiwanger, rail-thin in khakis and a blue shirt, nods and waves. He is a former special education teacher at H-B and is the father of one H-B graduate and a current freshman.

Anderson shakes his successor's hand, and the H-B contingent leaves the meeting. In a corridor outside decorated with student artwork, the mood is celebratory. Haltiwanger talks about his vision for H-B Woodlawn -- to maintain its alternative approach to education while increasing its racial and ethnic diversity. Then Mach, who wrote her college senior thesis on H-B, asks Anderson and Haltiwanger to pose for a photo in front of a panel of art created by H-B students. They stand together -- Hippie High's past and future -- smiling.

Dusty Horwitt graduated from H-B Woodlawn in 1990. He is an analyst with the Environmental Working Group, a Washington-based, nonprofit research group.