It was just after midnight Jan. 1 at Club V in Waldorf, and the last strains of "Auld Lang Syne" had faded. The crowd was ready once again to party. They'd paid their $30 cover charge, dressed in "proper attire" and been screened for weapons by the bouncer.

What would the deejay play next? Missy Elliott gave the answer: Is it worth it? Lemme work it. I put my thang down flip it and reverse it. . .

The dance floor exploded. Hundreds of people, sporting everything from tuxedoes to khakis to cocktail dresses and tight jeans, danced suggestively under colored laser lights. They writhed to the floor and up again as the hyperkinetic music pulsed from the speakers.

"Welcome to Club V, the hottest club in the metropolitan area!" DJ Darryl boomed. Conspicuously absent was any mention of rural Southern Maryland, where the new nightclub is located.

With multiple bars and 20,000 square feet, Club V rivals similar places in the District and its suburbs. But more than a new and alluring nightspot, it is an outpost heralding the more fundamental changes underway in Charles County, where tranquil multiacre farms and cowboy bars are increasingly existing side by side with traffic, strip malls and other trappings of suburban life.

That dual identity is just fine with the patrons. Club V has been a magnet for young Southern Marylanders eager for a more urbane place to party as well as jaded folks from Alexandria and Prince George's County willing to head 15 minutes south of the Capital Beltway for an alternative to their usual fare.

"It's been a long time coming -- it should have been here," Kathy Smoot, 36 of Waldorf said as she stood in a silver-draped area called the Empire Room.

"Charles needs something like this -- people don't have transportation to go to D.C.," she said.

As crossover reggae artist Shaggy crooned "It Wasn't Me," Venita Tucker, 39, of Seat Pleasant stood near the dance floor and watched. She had been to Waldorf before to shop, and she came to the club on the word of her niece. She said the diverse crowd was refreshing.

"We usually go to a black club. This is a different atmosphere, but I enjoy it," she said.

"Wooooo!" gushed Mandy Sorrells, 26, from Lexington Park in St. Mary's County as her boyfriend, Jonathan Robinson, 32, danced behind her.

"It's pretty awesome," she said. "There's lots of space here, and I like the music."

For co-owner James Seymour, Club V fulfills a long-standing aspiration to bring a large nightclub to the area. Born and raised in Southern Maryland, he went to the local community college, operated several smaller clubs and brought the first commercial golf driving range to Charles County.

He even opened up a restaurant and bar on Solomons Island, at Calvert County's touristy southern tip. But for his Miami-based shipping business, he crisscrossed the globe and was struck by the swanky nightclubs. He was eager to bring some of that sophisticated sensibility back home.

"Even in Indonesia, they have a VIP area," said Seymour, who prefers Giorgio Armani suits and greets women with a kiss on the hand.

And so why not Southern Maryland? In February, Seymour negotiated a 10-year lease at $15,000 a month for the space in a Waldorf industrial park once occupied by Frank's Nursery and Crafts. Just off busy Route 301, it had plenty of parking, and there was no noise ordinance because of the industrial zoning.

But there were some rough spots. After Seymour designed the club to hold 2,000 people, the fire marshal initially allowed a maximum of just 100 when it opened in November. That made the bouncers extra selective about whom they allowed in, and word spread that the club not only cost money -- with a $10 cover charge -- but also wouldn't let people in unless they were dressed to the nines.

After Seymour made revisions to the club to meet the fire code, officials expanded the maximum to 1,100. Seymour said he plans to seek a higher capacity.

Clubs are loud, and so far one resident has complained about the noise, said Jack Cheseldine, a commissioner on the Charles County Board of License, which approved the club's liquor license in a 3 to 2 vote in August.

Lemon H. Moses Jr., another commissioner on the board, voted against the license out of concern that the club would bring more traffic to an already congested area.

"Frankly, it's becoming a little more sophisticated down here," he said. "It's not as countrified, not as rural as it used to be."

The name Club V is a shortened version of VIP, and it features five separate clubs with five bars. A kiosk near the entrance sells logo shirts and hats and VIP memberships ranging from $500 to $2,000 a year.

The sports bar is bright and airy, with two television screens projected onto a wall. Here you can play pool, listen to Jimmy Buffett on the jukebox, unwind in a booth or play a video game.

Next door is the Gothic-inspired Empire Room, there are large metallic statues of eagles. Two fish tanks glow behind the 44-foot-long bar. Dozens of "shooter girls," in tight black shorts and bra tops, strut the room and sell $3 shots of alcohol. The deejay keeps the dance floor moving with everything from J-Lo and Jay-Z to the Electric Slide -- or its raunchier cousin, the Booty Call. Sometimes, the cocktail waitresses step inside a back-lit booth, their lithe shadows gyrating to the beat.

Peggy Ellis, a Charles County native, took it all in one recent night with a slight look of puzzlement.

"This is dressed up how you go in Rockville or D.C., not here in Waldorf," said Ellis, wearing jeans and a cable-knit sweater. The Commodores' "Brick House" pulsed in the background.

The rest of the club is made up of the Miami-inspired Aquarium room; the Metamorphosis room, an area with a stage; and a by-invitation-only VIP section.

Seymour estimated that he has spent more than $1 million of his own money to open the club -- and he plans to stay. He has put up a billboard in Prince George's County and advertised heavily on D.C. radio stations. He said he plans to work with booking agents so that national acts will appear at the club.

Most longtime area bars still offer George Strait from a jukebox, with no cover charge or dress code. But others are adapting to the changing climate. Mixer's, a much smaller bar nearby, was a country-dancing bar for seven years until the crowds thinned. The owners abandoned the cowboy-hat format late last fall and started playing Top 40 and some hip-hop. There is no cover charge, and sneakers are allowed.

"This is like a local place to go and have a good time when you don't feel like dressing up," said Max Harris, a former Silver Spring resident who now lives in Waldorf. The nightclub is dimly lit with a large dance floor -- no flashing laser lights or VIP sections. Instead, free admission, cheap beer and a deejay.

Harris, who runs the nightclub with his wife, Patti, said he would like to spruce up things, rip up the carpet and wood panels, buff the dance floor, really make the place shine.

"But I don't think the people in Waldorf are ready to pay for that," he said.

Aquilla Hollins, center, and Anjel Abbitt, right, loosen up at Club V, a new nightclub in Waldorf. At left is Abbitt's husband, James. In addition to a dance floor, there is a sports bar.The dance floor at Club V packs the crowds in on a recent night. The club's owner hopes to bring in live music acts.Caryn Gross hugs a friend, Erica Bilek, during an evening at Club V. The club, just off busy Route 301

in Waldorf, opened in November.A pool game in Club V's sports bar keeps Antonio McCain, left, J.B. Quade, Charlie Gegor and Shane Wilkerson busy. Projection TVs add to the atmosphere.