There was but a single highway in St. Mary's County in 1945 when a young Fred Talbert moved there, recently discharged from the Army for medical reasons and newly in love with a young woman named Jeannette.

St. Mary's, a rural peninsula of farms and densely forested land, happened to be her "dear old home," and Fred Talbert, moving from Arkansas, was going to make it his home, too, after they were married.

"It didn't look anything like it looks now," Talbert said.

It is a physically different St. Mary's today, nearly half a century later, with bright new subdivisions, a U.S. Navy air station where world-class aviation weapons research and testing is done, and a thriving economy that has gone high-tech in the 1990s as the Navy base expanded.

But even as Talbert watched the county move from a farm-based economy to one driven by defense technology, he was witness and catalyst to a different transformation: St. Mary's slow emergence from segregation.

Hospitals, schools, lunch counters at the local drugstores and movie theaters were segregated when Talbert arrived to begin work at the Navy base. Although he had moved far north of Arkansas, it turned out that Talbert didn't leave segregation behind.

"It was the same as it was in Arkansas, as far as segregation. Everything was segregated. You couldn't go to no restaurants," recalled Talbert, who will turn 90 next year.

The son of country schoolteachers who were descendants of slaves, Talbert was born and raised in Crossett, Ark. During a recent visit, his grandson Aaron pulled an old sepia-toned photograph of Talbert and his older brother Rudolph from a dresser drawer in Talbert's bedroom. They are standing in front of their pet dog, a small white mutt named Ruby--two small children, adorable in miniature suits, posing for the camera. Talbert could not have been more than 4 years old.

He remembers a happy and active childhood, with grandparents who were skilled and productive small-time farmers and parents who insisted on a good education. His parents sent him to boarding school in Mississippi, after which he returned to Arkansas to work in a military ammunition dump in Little Rock.

In 1944, during World War II, Talbert was drafted into the U.S. Army. He was 34 years old. But he was discharged after less than a year because of stomach ulcers and sent to Walter Reed Hospital in Washington for treatment. There, Jeannette, whom he had met earlier at an area nightclub, visited him and helped pass the hours playing penny ante poker. He asked her to keep his winnings until he was out of the hospital.

"When I got out of the hospital, she had every dime. I thought, 'I'm gonna marry this girl because she's gonna take care of my money.' " He did, and thus began his life in St. Mary's County.

There were several hundred black families in the county then, most of them watermen and farmers. Talbert was one of the first blacks to be hired at the Navy base. He repaired the nickel cadmium batteries used in airplanes. Later, he transferred to the airport maintenance department.

Talbert and his wife settled in Callaway, southeast of Leonardtown, the county seat. Many black families lived in that part of the county at the time, as well as in nearby Piney Point and Drayden.

During the war, amid the construction and expansion at the Patuxent River Navy base, gambling flourished in St. Mary's County. Talbert didn't think much of the beer halls and their slot machines, although he conceded that there were not many other places blacks could gather as a community. "Where I came from, old people didn't hang out at beer gardens," Talbert said. "I didn't like the environment."

There were other things in the environment he didn't like. A tall, slender man who considers his words carefully, Talbert didn't strike anyone as an activist, said one of his daughters, Elfreda Mathis, now principal of Lexington Park Elementary School. But he was disturbed by the extent of segregation that he saw.

"At the hospital in Leonardtown, you couldn't go in through the front door. You had to go up the fire escape out back," said Talbert, closing his eyes and leaning his head back as he talked, as if replaying the memory in his head.

His wife once fell out of bed at the hospital, he said. Her bed, in the segregated wing of the building, lacked guardrails. At the movie houses, blacks had to give up their seats to whites. At drugstore lunch counters, blacks weren't served.

In quiet, diplomatic ways, he sought change. He joined a civic organization based at the Navy installation, the local chapter of the NAACP; he attended the First Baptist Church and the federal employees' union. Working with leaders of these groups, Talbert helped the community move away from the old ways.

He persuaded the owners of a lunch counter in Lexington Park to begin serving blacks. He worked out an informal agreement with the owner of the movie house to show films to black customers. "Things will be different," he promised his two daughters.

"I think my father played an important role in changes that were made," said Mathis, who attended segregated schools in St. Mary's. "He really wasn't the one to sit around and complain about it.

"He just didn't believe that things couldn't be changed. He never had a defeatist attitude."

Talbert's work did not escape the notice of his opponents: Crosses were burned on a farm field across from his one-story house in Callaway; more were burned at his church.

St. Mary's County schools remained effectively segregated for more than a decade after the U.S. Supreme Court ordered public education integrated, until 1967, when Mathis took her first teaching job in the county.

"It's hard to imagine what it was like back in those days," said Aaron Mathis, Elfreda's 24-year-old son, who just graduated from college and is preparing to enter the Air Force officer training program. "I've never had to confront the kinds of things he lived with during his time."

His grandfather was part of the transformation. "It's better now in a whole lot of ways. It's better," Talbert said.

Fifteen years ago, his brother-in-law, Brent Thompson, now deceased, was the first black candidate to run for county commissioner in St. Mary's. "They [county politicians] told him he better withdraw," Talbert said. "But he didn't, and he got quite a few votes."

The change Talbert helped bring to St. Mary's expanded the possibilities for others in his family, too. When his daughters were young, Talbert said, he had one wish for them: "I wanted to have my kids sit down at the drugstore lunch counter and have a soda like the white kids."

His two daughters, Elfreda Mathis and Janice Walthour, grew up to become teachers and now are school principals in St. Mary's County. Recently, his granddaughter gave birth to twins, his first great-grandchildren.

For the new century, Talbert said, he has a similar wish for his great-grandchildren: "I just want them to see the privileges that everybody has."

CAPTION: Fred Talbert, the son of country schoolteachers who were descendants of slaves, was born in Crossett, Ark., and moved to St. Mary's County in 1945. An old photo, left, shows Talbert with his older brother Rudolph and dog Ruby.