Two old men sit on a loading dock at Gossom's Hardware, sunning themselves below a robin's-egg sky. Bits of hay litter their pants, and clay dust colors their boots, cracked and aged like their faces, comfortable like their town.

George Jenkins and Blackie Blackwell watch the ebb and flow before them at the Haymarket Grocery, a country store made of Bull Run flagstone hauled from mountains five miles northwest. Smitty's son has just left his Chevy, motor running, in the parking lot. Beyond the lot, heavy machines moan and roar the music of change.

The sewers will be ready by Christmas.

In a town of 288, where the population has grown by only six people in the last 10 years, and where property values, according to the Prince William County assessor, have grown only "a couple of percentage points" in the same time, land owners such as J.R. Gossom are looking at EPA project No. C-011234-03 as "an exciting proposition."

Along with the I-66 exit that opened just outside of town last fall, the sewers, says Haymarket mayor and church organist Muriel Gilbertson, "are a sign that we're finally moving forward like the rest of the county."

Already, large farm tracts outside Haymarket, 50 miles west of Washington, are being considered by developers as sites for suburbia. The county's comprehensive plan, adopted Aug. 3, has marked surrounding acreage for offices, light industry and residential development. As went Fairfax County, as went Manassas, so, too, goes the Prince William County frontier. Progress replaces trees with sewers. Some people make it happen, others watch.

Jenkins, 72, and Blackwell, 80, don't think much about sewers or suburbs, except for the inconvenience of the fine red dust that coats everything in town. For the retired carpenter and the retired farm hand, the laying of pipes is something to watch, like traffic outside the grocery.

"Looks like they're getting ready to blacktop," says Jenkins, pointing toward a big yellow tractor.

"Yep, looks like," agrees Blackie.

Jenkins spits a stream of tobacco juice. "They say it's gonna be good for the town."

"Don't bother me any," says Blackie.

"Don't bother me either," says Jenkins.

Compare them to Gossom, who says he's ready for a rebirth of Haymarket. The town is "going to change when they get the sewage line done," says Gossom, who moved to town from the family farm and opened his first general store, where the grocery is now, in 1936. "You're going to see hundreds of houses built."

A round man with roses stiched above his shirt pockets and ink stains below, Gossom is standing inside his hardware store. In a nearby case, a Smith and Wesson 9mm pistol is displayed. Bird houses and kerosene lamps and gas cans hang from the ceiling like ornaments from a tree. The store is cluttered and close with odors of dust and paint and time. But Gossom smells profits.

"I don't think you can stop prosperity, the more people have the better it is," he says. "People can't hardly make a living at farming, and I got 20 houses renting out now. No mortgage on any of them, but by the time I paid the taxes, upkeep and insurance, I lost more than $12,000 on them last year.

"But there ain't a day go by that I don't have 10, 12 people calling looking for a place to live. They want to come here, and believe me, we're ready."

Earlier this year, Gossom sold the block across Washington Street from the loading dock, including six houses and a filling station, for $280,000. Four houses will be built on his family homestead six miles away in Hickory Grove, where he owns 367 acres.

Mayor Gilbertson sees the sewers "bringing Haymarket into modern times." A soft but outspoken woman of 77 with a halo of white hair, Gilbertson moved into a Victorian home here eight years ago from Fairfax City with her husband, an architect. She never thought she'd live in a small town. "If you can have any faith in where God wants you," she says, "you could say he just railroaded me into this town."

Gilbertson's husband died soon after they moved here. A few days later she was invited to join the women's club, and was elected secretary at her first meeting. Several hours later, she heard she had won a seat on the town council. She didn't even know she was running, she says with a laugh. Soon she was mayor.

One of her first officials acts was to have the town surveyed, because nobody knew the boundaries. Then she remodeled the Town Hall, leaving the iron cock weather vane on the steeple but removing the pot-bellied stove from the council chambers. Her job, she says, was uphill in a town where residents go back to grandfathers and great-grandfathers. "People shrivel up and blow away when you talk money to them," she says.

Then one day three years ago, she discovered her greatest task. While getting her mail at the post office, Gilbertson saw a woman walking down the road, carrying two large buckets of water. The woman's well was polluted.

"I thought, glory be, here we go," Gilbertson recalls. A check of town records showed that state health officials had condemned some of the town's wells years ago, but nothing was ever done. So Muriel Gilbertson did it, mobilizing Haymarket's citizens into a caravan to Richmond to plead Haymarket's case for sewers.

In the end, the federal government chipped in $367,500 and the town put up $36,383 from money it had socked away over the years. The work in Haymarket is part of a $1 million project for improvements throughout the Greater Manassas Sanitary district.

Leaves crackling underfoot, Gilbertson walks through the center of her town, on Washington Street. Across the way, Jenkins and Blackie are on the loading dock, still sitting, though the crisp, carved shadows have grown long.

She waves, the men wave back. She smiles. "A lot of people here are wondering what in the devil I'm going to do next," she confides. "I don't dare get too ambitious. You got to go slow with people around here. The next problem we have will be getting water."