Picture this: spacious--and expensive--homes with sweeping vistas of a gently rolling Greg Norman-designed golf course. Bordered by a 33-acre finger lake and a lush stream valley park. Hiking trails. An equestrian center and clubhouse. All within an easy commute of Washington or Annapolis, and not far from Baltimore-Washington International Airport.

It's not Avenel in Montgomery. It's Beech Tree in Prince George's.

And it could be coming soon to Marlboro Country.

For Prince Georgians long starved for upscale development in a county with lots of affordable town houses, it seems almost too good to be true. But for Prince Georgians worried about overdevelopment, it is appalling: 2,400 more houses with 7,000 more residents clogging roads and generating about 1,000 more students for already crowded schools.

The battle over Beech Tree exemplifies an essential contradiction that flourishes in Prince George's County: the clash over aspirations and the environment as the growing jurisdiction struggles to find a balance between the two.

The newcomers are glad to be here, at the heart of the growing county of 780,000. But like many longtime residents, they worry about the future. Official projections call for Upper Marlboro and vicinity to about double in population by 2020: from 17,036 to 35,766. In the adjoining Mitchellville area, the population is expected to soar from 7,686 to 18,872.

This growth comes at a time when the current County Council increasingly is raising concerns about the decisions regarding development made by its predecessors. To help chart the future, the council created a 53-member panel, Commission 2000, which is to report by year's end. It's a study group, not a cease-fire.

So the battle continues unabated over large tracts, from the Fairwood Turf Farm in Bowie to Beech Tree in Marlboro to Brandywood in Brandywine.

In the case of Beech Tree, the battleground is 1,200 acres of forest and farmland just north of Upper Marlboro and south of Leland Road, an undeveloped swath of Southern Maryland typical of the landscape for centuries.

Oblivious to this beautiful tract, the traffic flows by on Route 301. Some distance from the road, the intermittent East Branch, home to the endangered stripeback darter, flows through the property. The proposed development is named for the tree that rises throughout its forests.

"They always name these places for something they destroy," said Mary Kilbourne, a leader of the opposition who lives in Brock Hall Estates, an older subdivision of large homes on expansive lots just west of the Beech Tree property.

No, no, the developer says, this is different. "We're trying to do a real quality project, but we're still perceived as just another developer, just like all the rest," said William J. Anthony, Washington development director of Ryko, a Houston-based corporation that owns the property.

Plans for the tract were approved a decade ago, but then the developer went bust, the market tumbled and the project changed hands--and direction. Anthony's team arrived two years ago. Last year, a divided County Council reaffirmed its support for his plans.

Now, state water permits are being sought and, unless a determined group of residents prevails in the courts, work on the golf course could begin this summer and on the first homes some time after that.

"I think that may make things more difficult, but I still think you'll see us under construction before the summer's out, regardless of lawsuits," Anthony said.

But, he noted, "it's a very frustrating environment. It seems as if the county has had developers in the past who have come in, made lot of promises that they haven't fulfilled, and it's been very disappointing [for residents] compared to Montgomery and Virginia."

Got that right. Residents--and not just those in nearby Brock Hall who talk about aquifers and endangered species--are worried about how Beech Tree will affect their quality of life.

One of the worriers is County Council member Ronald V. Russell (D-Mitchellville). "My schools are already at the highest capacity in the county," he says. (The Beech Tree developer notes that it will be required to ante up $6 million for schools; opponents question whether that's enough.)

Russell keeps a big map in his office of developments planned for his district. He views it as a blueprint for disaster. Beech Tree is one of three projects slated that, if built, will account for 5,548 more homes in the area.

Rural roads and landscapes already are rapidly changing as subdivisions replace tobacco fields and forests along such formerly scenic byways as Brown Station, Church, Leland and Lottsford roads. The new communities are attractive, upscale and similar. They bring with them more traffic, more people, more children.

Whatever the politics or the logic, it's the lifestyle that motivates both sides in the case of Beech Tree. The developer promises a first-class project, with lots of open space, a rolling 238-acre golf course with $100 greens fees, an equestrian center, hiking trails, school sites and homes built on lots selling raw for $75,000, among the costliest in the county. County Executive Wayne K. Curry (D) supports it. So does Dorothy Troutman, an activist who opposed earlier, less upscale versions.

This is, after all, what Prince Georgians, who have long chafed over what they saw as an excess of cheap housing, said they've wanted. But, for some, maybe not next door.

Kilbourne, a retired high school biology teacher and a leader of the East Branch Conservancy formed to fight Beech Tree on environmental grounds, has lived since 1964 in Brock Hall, on two acres adjacent to Beech Tree.

It's a peaceful spot, where the silence is disturbed but twice daily by the coal trains that pass along the tracks behind her house to and from Potomac Electric Power Co.'s Potomac River power plant. Should Beech Tree be built, she fears more noise from nearby homes but also less water for her well: A key to the Beech Tree project is a 40-foot-high dam and 33-acre man-made lake along the East Branch that would draw 100,000 gallons a day from the underground aquifers that Brock Hall residents say provide them with water.

Between the two sides, it's a battle of hydrologists, with the state, or perhaps the courts, as the final arbiter. The residents' call to arms is emblazoned on their bumper stickers: "Save BEECH TREE FOREST/Marlboro's Last Unspoiled Watershed."

Right now, the forest is still, and the water flows gently along the East Branch into the Collington--where the stripeback darter spawns--and then to the Western Branch and the Patuxent River. Three holes for the golf course are planned in an area near the stream.

Under the canopy of trees, it feels almost primordial. Here and there, a plowed field and a weathered barn appear, remnants of the agrarian near past. Although it is close by, Route 301 seems far away.

Closer to the highway, inside a farmhouse converted into an office, golf course developers Gerald Barton and his son Doug, say they also appreciate the environment. "This is a pretty area. It should be protected and treated with respect," said Gerald Barton, whose Landmark firm has built five of the top 100 golf courses in the country, according to Golf Digest.

The senior Barton calls the Brock Hall opponents "a small group of very nice people that would really like nothing done. These are good people not trying to do bad things. But development is complicated, and when you create changes, it creates fears."

In April 1998, the council voted 5 to 3 in favor of the golf course but, concerned about school crowding and other issues, said the rest needed more study. Proponents failed to have the matter reconsidered. But in July, Beech Tree supporters on the council brought it up again, and it passed 5 to 4.

Opponents said the council had acted illegally by approving the project more than 60 days after its first vote and filed suit. A hearing was held in March, and a decision--which either way is likely to be appealed--is expected soon.

"The council, from a procedural standpoint, has butchered this case, because they're so divided," said Tom Dernoga, attorney for the opponents. "It's a real mess, trying to figure out where it's going to end up. That's why we have judges."

Meanwhile, Beech Tree developers have applied for state permits to draw water for the pond and to irrigate the golf course. Critics have filed written objections.

The opponents, however, are fatalistic: If they can't stop what others call progress, they say, at least they'll delay it.

"Even if we don't win this," Kilbourne said, "I think it's going to be more difficult for them. We don't want them to think people don't care and they can just develop the county."

CAPTION: Beech Tree Development (This graphic was not available)

CAPTION: Mary Kilbourne stands beside a beech tree in her yard in Upper Marlboro. She is worried about the effect of the Beech Tree project on her community.

CAPTION: Gerald Barton stands in a field near a tobacco barn, on what is to be part of the 11th hole of a golf course planned in Upper Marlboro.