Brooke Watkins squints his grayish blue eyes when he tells tales. Crooked politics. Murder. Love affairs. Big fish. Rooster fights. You name it, he tells it.

"This was a rough place when I was just a boy," said Watkins, 101, summoning a fragment of a memory of Queen Anne, a town nestled against the Patuxent River in Prince George's County, near the Anne Arundel County line and sheltered under spreading oaks near Bowie.

"People would drink and fight, and that guy got killed," he said.

Longtime residents call that "river gossip." Some of it's true, some not.

Watkins' stories, like so many others, are part of the shared folklore that links the 1,000 or so residents of Queen Anne. The scuttlebutt nowadays, though, is often peppered with tales of worry about how the place is losing its historic look and feel.

Much of that concern is centered on an 88-acre subdivision with 26 plush, two-story homes being built on an old farm by Danner Development Inc. of Bowie and Spencerville.

"The nouveau riche . . . identify with their cul-de-sacs," said Fred Tutman, whose family has lived on a 180-acre Queen Anne farm since the 1920s. "I find people in subdivisions singularly unresponsive to a community like this."

Once an all-white Colonial town, later a nearly all-black hamlet after the Civil War, Queen Anne now has a diverse population. Along its main thoroughfares--Queen Anne Road and Queen Anne Bridge Road--are an eclectic blend of trailer homes, horse ranches, historic structures, old tobacco farms and modest neighborhood businesses.

The river, and the old ruin of a bridge that crosses it, gives the place much of its character. In the mornings, shafts of light reach through the canopy of trees like fingers, dappling paths that snake down to the river.

It's common on such mornings to find a knot of mostly older men down at the bridge, swapping gossip while dipping their nets and angling their lines.

"There is a certain air and mystique about the river and our bridge," said Wayne "Smokey" Davis, 59, who grew up fishing in Queen Anne and now runs a deli within casting distance of the favorite haunt.

People have been fishing on the spot since the 1600s. A bridge of some sort has linked what are now Prince George's and Anne Arundel counties since the early 1700s.

Until June, Queen Anne was a nameless pocket of Prince George's sitting just east of Route 301, carved into pieces with mailing addresses of Bowie, Upper Marlboro and Mitchellville. The town still is not officially incorporated and lacks a town hall, a post office and police.

But at Tutman's urging, state officials have placed signs announcing Queen Anne along the local roads that wend over nearby creeks and streams.

Some residents hope that the signs may bolster their contention that Queen Anne is a unique place that should remain as untouched as possible.

The 20th century, however, is encroaching on Queen Anne.

Construction of the subdivision started in June. Fields are being dug up where homes and roads will be built.

Danner Development bought the land in 1997.

Queen Anne resident Sari Puth, an opponent of the development, would rather see horses than houses from her home. She lives across the street from the new development and has brought a lawsuit against the county, spending several thousand dollars of her own money in legal fees.

Puth argues that the development will damage wetland areas and require road widenings that will disturb the quality of the town.

Some residents of the town--wealthy, poor, black and white--have joined together to sell T-shirts and to plan fund-raisers, such as a pumpkin patch in October, to help raise money for Puth's legal bills and the environmental assessments used in her suit. "I hate to walk out of my front door sometimes," said Puth, who walks in the area with her three young daughters almost every day. "A lot of trees have come down already. . . . I don't want to see that old barn come down."

But developer Dennis Danner said the project fits perfectly with the country feel of the town and the county's goals for growth.

"There is this misconception that developers go in there and tear everything down," said Danner, 52, who lived in Prince George's most of his life but recently moved to Montgomery County. "We make every effort to get along with the neighbors."

"I'm trying to make this an attractive project that will bring the tax base up in this county. . . . That's what everyone seems to want."

The upscale homes will have brick exteriors, about 3,600 square feet of space and price tags from $350,000 to $500,000.

Each house will stand on at least an acre of land, and in some cases five acres.

Danner said that a horse ranch will be preserved and that a rather expensive bridge will be built across a stream to protect wetland areas. Many of the trees will be moved and not simply felled, he added.

"My goal is to make this the most prestigious little community in the whole of Prince George's County," Danner said. "It is a beautiful area, really beautiful, and I want to preserve all of that.

"We are not going to spare any cost," Danner said. "It will be as luxurious as possible."

Some residents relish Danner's efforts and believe the estates will fit right in with the community, while increasing property values.

"That's progress," Davis said. "That can't do anything but help the property values around here."

Puth, Tutman and others first brought their complaints to the county planning board in 1997. The board considered their views but approved Danner's plans.

Dissatisfied, Puth sued the planning board, alleging that the development will violate Maryland environmental laws.

She lost in Circuit Court, and the case is being appealed to the state Court of Special Appeals in Annapolis, which could take it up in the fall, Puth said.

"People think we are a bunch of tree huggers," said Tutman, who jokes that his family has been carving names on trees for several decades. "But what we have is not visible to the naked eye."

Tutman, head of the Patuxent River Civic Association, used to don a suit and brave traffic snarls to get to his media production business in Lanham. He is moving his office and staff to a barn on his family's land.

"It is important to me to be able to bike to Smokey's at lunch for a sandwich, to wear my jeans and to smell the river," he said. "We're going to have a bunch of people . . . in here that don't share that folklore.

"It's like Shangri-La, our own little area and culture," he said. "We really just have to hang in there."

Davis, who serves a chatty, keno-playing afternoon clientele at his deli, says that despite the high-tech gaming system he has, the town is mostly a throwback.

"You'd never know it was the 20th century around here."