BRUNSWICK, MD. -- On the surface, it looks like the politics of skyrocketing water rates is the central issue in the municipal election here Tuesday and an insurgent movement to recall the mayor.

But the divisions go much deeper in this former railroad town of 5,000 by the Potomac.

"It's the old giving up power grudgingly and the new coming in. That's what it's all about probably," said antiques dealer Billy G. Sims. "Of course, I'm a newcomer," he added.

So is Mayor Susan Fauntleroy. Like many newcomers, Fauntleroy, 43, is a refugee from metropolitan Washington life an hour away. She holds the dual distinction of being the town's first woman mayor and the target of the first mayoral recall movement since Brunswick adopted its municipal charter a century ago.

A 435-name recall petition has been filed, following the forced resignation of the police chief and town administrator last spring. The town attorney is reviewing the petition and no date has been set for the recall.

In Tuesday's election, three Town Council seats are at stake, but the challengers are running as much against the mayor as they are against the incumbents.

The mayor votes only in case of a tie on the six-member council, but her critics say she strongly influences the panel's decisions.

"They don't have anything on me," she said. "I have absolutely nothing to defend myself against." Fauntleroy, who has been mayor for two years, moved here from Montgomery County 13 years ago. She attributes her opposition partly to her status as a relative newcomer and partly to the fact she is a woman in a tradition-bound Frederick County town.

"There's a lot of prejudice against a woman in this office," said Pat Smith, the town secretary, also a Fauntleroy supporter and a native.

Some of her opponents give credence to her belief. "A woman's place is at home, not to be no mayor," said Sandra Brown, who works at My Sister's Place, a local tavern.

The specific policy that has riled many residents is the improvement of the antiquated water system, which the mayor supports. The improvement is widely regarded as necessary, but its pace and cost have affected some citizens more than others.

Longtime residents, many of them senior citizens on fixed incomes, say they can't afford it. The newcomers have higher incomes and expectations.

"It's like a different lifestyle altogether," said Jack (Brent) Bell, a council candidate and treasurer of VOCAL, the anti-administration group.

Aside from water rates, other matters tend to divide newcomers from natives. For one thing, there's the railroad.

Weekday commuter trains have brought to town Washington-bound workers who drive from the surrounding area to a 400-car newly paved parking lot. But the days of Brunswick as a railroad employment hub are over.

"Yup, the railroad's gone," said Ethel Donovan, 80, whose late husband was a railroad pipefitter. "Used to be we fussed about smoke and cinders and engine spit {water from coal-fired steam engines} . . . . Now, we've got a quiet town but no work."

Natives say they want the administration to push for new industry and to spend precious tax dollars on recreational facilities for youths.

Newcomers see economic opportunity for the town in nostalgia over its heyday as a railroad freight and repair yard. They have obtained outside grants, requiring some local matching money, to restore the train station. They are trying to save the roundhouse that its owner, CSX, wants to raze. Such actions, they argue, will bring tourism dollars and jobs to Brunswick. But natives have little nostalgia and much resentment for the railroad, once the beloved B&O and now a faceless real estate conglomerate.

Railroad jobs peaked in 1929 at 1,325. Employment ultimately plunged during the recession of the early 1980s. A few years ago, CSX began removing siding used for freight car storage. Today, the town seal still proclaims it to be the "Home of the Iron Horse." But few residents work for the railroad.

Despite its new status as a bedroom community, its downtown looks down in the dumps. The ACME supermarket at the western edge of Brunswick is preparing to close, and several storefronts on the main street are empty.

"I definitely think, if they ever remove the mayor, it will do nothing but set the town back five or 10 years," Sims, the antiques dealer, said. "Admittedly she's an outsider, but she's done nothing but good things to make the town grow, as she says, to take it into the twenty-first century."

But the anti-Fauntleroy forces have no plans to quit. Richard Goodrich, 48, a lifelong resident, says he will run for mayor if the recall succeeds. "It's my town," he said. "I know the people."