Bishop Howard III, a 28-year-old stonemason, lives rent-free in a three-room shanty in Loudoun County. Like most of the houses in his community, it has no running water or indoor plumbing. His dream is a simple one: to buy it -- if he can ever come up with the money.

A few yards away in his parents' tidy house, his 18-year-old sister Sharon is studying toward a college business degree. She talks with excitement about her dream: a job in banking or real estate and her own place in the city.

Change is slowly sifting through the hunt country village of Willisville, seven miles northwest of Middleburg. Some of it, residents say, is for the better. A few of the young, who as recently as a decade ago seemed destined to fill the same low-paying jobs as their parents, are beginning to think of college as a way to break the cycle.

But there are changes that leave many uneasy in this community of 60 people: changes like the erosion of century-old community ties that once softened their poverty, the sale of the area's huge farms to new and aloof owners and the growing independence of the village youth.

"When we was growing up," says Richard Gaskins, 74, whose grandfather settled in Willisville well before the turn of the century, "anybody old, you had to respect 'em. Now, the young here got no love for anybody at all. Willisville is no different than any other place anymore. We used to visit all the time. Now they watch TV."

Willisville was founded in poverty a few years after the Civil War by freed slaves on land allotted them by their former masters. Life there is still often lived perilously close to the edge of economic survival.

In the past, the residents' options were few, thanks to educational shortcomings and prejudice. As a result, the jobs of their forefathers -- farm laborer, country craftsman, horse groom, butler, domestic -- ended up as theirs.

"The older people in Willisville haven't been changed much by civil rights," says Ethel Smith, 53, a lifelong Willisville resident who once taught in the village's school. "Not in their attitudes. They're more comfortable with the way they've always been. . . . But, now, the young have."

According to Smith, the young are far more worldly than were their parents. Having grown up in an era of black pride, the young seek better jobs and living conditions than are available in Willisville. In the past five years, she estimates, about 15 to 20 teen-agers have left the community in search of a better life.

It is an exodus that is likely to increase because there is less farming than in years past. The decline stems from the sale of the farms by old families to wealthy businessmen, lawyers and doctors who seek country estates and are attracted to the area by its natural beauty and reputation as a center of blue-blood fox hunting. As more and more farms are transformed into estates, there are fewer jobs for those village youth who want to stay.

"It's for the better," Smith says. "Right in this little community, they can't do anything here."

The Rev. Charles Roberts, pastor of the Willisville Methodist Church (built on land and with money donated by an old family) agrees. "Willisville has nothing to offer to them -- no social life, no teen center," he says. "So, of course, when they grow up, they just leave. There's nothing really to keep them here."

Such dramatic shifts in attitudes, expectations and ownership are having a profound impact on life for those who must stay in Willisville. One change is in the old, close relationships that older workers like Gaskins and his wife say people there once enjoyed with farm owners.

"Financially, it's made it better," says Rose Gaskins, 78, who worked most of her life as a domestic. "Now these girls get as much in one day as we got in one month -- $25 a month, and they get that in a day. But we were almost a member of the family. Now, all the old families are gone, and the new ones pay you well, but they just want to pay you and not have anything else to do with you."

The influx of new landowners has had an impact on other relationships. "You can't go hunting anymore," says Gaskins. "You used to be able to go wherever you wanted. Now, everywhere you go you see a sign. One man was telling me he saw one place where they'd put those signs up every 10 feet!"

Even so, there is little likelihood that the older residents will ever move, says Carr Cook, a Middleburg resident who is a descendant of the Willis family after whom the village was named.

"There's such a strong tie with the home place and the church," says Cook, a member of the Loudoun County school board. "They would not move away because they would lose those ties. I think the parents have come to terms with the changes, but they're making sure that their children will have a better life."

"People here don't like change right away," says Roberts, who commutes from Leesburg every Sunday. "I remember one time I suggested we put a door through right behind the pulpits, because people had to get up and go out the front to get behind the church to the outdoor restrooms.

"Well, some of the older folks said that cutting a door there would deface the church and all. Caused quite a stir," he says, chuckling. "I was just new and had all these ideas, you know. Now, they're starting to think about it some."

Bishop Howard Jr., father of Bishop III and Sharon, speaks with pride of his daughter's decision to go on to college. "I didn't push her," he says. "I told her, if that's what she wanted, then we'd help if we could. But in my heart, you know, I was real glad."

Even though more young want to find "something different," he says he has no desire to leave. "Willisville will be a different place, but it will always be here," he says. "I don't think it will fade away."

There's not much chance that his son will ever move, either. "If I moved to the city, like Winchester or Warrenton, I wouldn't be happy," he says. "If I wanted to go out, I'd feel like I'd almost be in jail.

"I'm just stone for the country, you know. That's how we say it -- stone for the country."