The signs of change start on Rte. 4, just a few miles past Upper Marlboro. They advertise "Pop Brown's Going Out of Business Sale."

Pop Brown, whose real name was Albert Glickfield and whose son founded the Marlo Furniture chain, died in March, at age 83, an institution in this, his adopted hometown by the Chesapeake Bay. Long regarded by some as the town's unofficial mayor, he owned three corners of the intersection of Third and Chesapeake streets, where he ran a small Marlo outlet, as well as a bar and residential motel, largely patronized by down-and-outers.

"This ain't no Ocean City," Pop Brown once said of his town, which has had its ups and downs, but he had faith that it would bounce back.

The month after his death, Neptune's Seafood Pub opened in a former bar up the street. Owned by New Yorkers hoping to attract a different clientele, it offers an upscale menu and sophistication not seen much around here in years.

For North Beach -- a onetime resort town for Washington's working class that faded during the Depression, came back to life with slot machines, and then slid again into despair and disrepair in the 1970s -- the times again are changing.

Set to hold its second annual bay festival Saturday (the first attracted 8,000 outsiders) the "new" North Beach at the northern edge of Calvert County has been hailed as an old diamond in the rough, one that is taking on new luster. Real estate inquiries increased after the first bay festival, which attracted crowds of Washington area residents.

Yuppies have begun to remodel some of the bayfront homes and are helping recast the town's rowdy image. The bikers who once thundered through North Beach on weekend nights are now seldom seen.

But the change that many citizens regard as long overdue has come at a cost.

The town of 1,504 -- its population nearly doubled in the 1970s -- is deeply divided over the pace and direction of its renewal. As the seeds of gentrification sowed by an activist mayor take root, oldtimers and some newcomers as well say they are worried about their place in the new order, and that North Beach will evolve into a Western Shore version of an overcrowded Atlantic beach resort.

"I'm trying to achieve a lot in a short period of time," acknowledges Mayor W. Alan (Buck) Gott, a building contractor who admires quiet resorts such as Victorian-era Cape May, N.J. "I don't ever intend to be a dictator or condone anyone else trying to be."

In his two years in office, Gott obtained $3.7 million in federal and state grants to build a new sewer system, devised a development plan for the town, remodeled and expanded the Town Hall and made other improvements.

At the same time, he hired a code enforcement officer, and this summer the Town Council voted to require that all abandoned buildings be repaired or demolished.

"I must administer certain building and housing regulations, which people are not used to having enforced for the last 40 years," Gott said. "We've lived with slum tenements and bad elements in this town for many years."

At Gott's urging, the town also adopted as official policy the recommendations of an economic study that projected a market for bed and breakfast inns, offices and retail development. The study said such development would raise the tax base by 50 percent and add 270 permanent jobs.

"The ideas and ideals he's looking for suit me just damn fine," said Mark Raffles, 33, part owner of the Neptune and formerly of East Islip, N.Y.

But some longtime locals have criticized Gott as high-handed and too sensitive to criticism. The weekly Calvert County Recorder has lashed out against him in a series of editorials, hinting darkly that the rights of those who "speak out in opposition" are being thwarted.

And not all the newcomers are happy.

Former Washington lawyer Bill Koerner, 42, who bought a bayfront block with a bingo hall, tavern and motel as an investment last year, said he now feels betrayed by the town administration.

After he bought the property, he said, the town code enforcement officer slapped him with a long list of violations he cannot afford to fix. North Beach has a $570,000 federal grant to buy and redevelop the block, and Koerner contends that the code enforcement actions are calculated to lower any sale price he might negotiate with the town.

Gott denied Koerner's charge that there had been calculated harassment.

But others have also taken issue with the town administration's new hardened interest in code enforcement. After an ordinance designed to make code violations a criminal misdemeanor was passed, more than 100 citizens signed a petition demanding a referendum.

Among the signers was Warren Callis, 40, whose family owns the IGA supermarket on Bay Avenue as well as the pier that juts into the bay, the beach and eight blocks of eroded beachfront. It is this area around the waterfront that the town government most covets.

Gott wants to buy and rebuild the beach with state grants, and he has opposed the supermarket's plans to expand on its present site.

"They started out with this great renaissance," Callis said. "The mayor was running around getting all these grants, but he never asked the people what they want. He's taken all the credit. The area has been growing by itself."

His sentiments were generally shared by supermarket cashier Pat Haynes. "North Beach was really a great little town up until four or five years ago," she said. "What happened, I don't know. It's sort of like a dictatorship."

Near the cash registers, the supermarket's walls are covered with newspaper clippings detailing the downside of the North Beach renaissance. At the Town Hall, the walls are adorned with an architect's vision of the waterfront of the future; here, the bulletin board clippings are only upbeat.

A letter to the editor posted at the supermarket questions the mayor's alleged intention to turn North Beach into another Ocean City of crowded boardwalks and beaches. Gott says he has no such plans.

What he wants, he said, is to bring back the healthy, family-oriented atmosphere his town once had half a century ago. More than a nice waterfront and beach, he said he wants an end to the rowdy taverns for which North Beach has been notorious.

While there are currently only two bars open in a town that had a half-dozen a few years ago, visitors can still buy a T-shirt at the Sand Castle gift shop here that says: "There's no drinking problem in Calvert County. We drink, we get drunk, we fall down . . .no problem." Derelicts are still in evidence on the streets near the waterfront.

"You can candy-coat the waterfront, but you cannot change the people who run around on the streets in this town," said Keith Tompkins, a 22-year-old entrepreneur who recently bought Blackie and Lil's bar with a group of investors. "Going to jail and serving time is just a part of life here; it's like getting a job."

Tompkins said he had planned to close the tavern at the end of the summer to remodel it into an "Annapolis-type" restaurant. But what he characterized as harassment by the then-town inspector, Van Gallier III, accelerated his plans, he said.

Tompkins said the inspector suggested that the necessary license would be withheld if the tavern's rough and tough clientele did not change. "I didn't totally disagree with him," Tompkins said, but he felt the suggestion was inappropriate.

Tompkins said that he warned Gott in turn that the inspector would " 'alienate you from people with money you need to be reelected. . . .' I told Buck 'the public money is great, but you must make the town receptive to private investment. If you don't make it nice for people like me, it's not going to happen.' "

The inspector, who had been on the job since November, recently resigned in the middle of the controversy.

"I regret leaving the position," Gallier said. "I've tried to be a moderating influence to the degree I can. Polarization is a major problem at this point.

"The future of the silent majority lies in the continuation of the trend toward cleaning up the town."