At the back of a mega-mall parking lot, between State Farm Insurance and Uptown Dental, is an unlikely looking cultural incubator: Sullivan's Irish Pub. The pub, with its plastic furniture and electric dart boards, is among several new venues where Fredericksburg's musical future is germinating, full of life and uncertain what it will become.

Sullivan's is part of Uptown Central Park, a cluster of ordinary white office buildings outlined in neon lights that are invisible by day. But when the lights are switched on at night, they transform the complex into a Miami Vice-like skyline and serve as a beacon for music-seekers.

On a recent Thursday night, the bar was full of patrons in their twenties who had driven 45 minutes from all directions to drink beer and hear a rumpled young man with Clark Kent glasses perform tunes by Paul Simon and Otis Redding.

"Ever since Uptown Central Park opened, there's been ten times more to do," said Jay Green, 22, of Colonial Beach, Va. Uptown, the entertainment area of Central Park mall, opened in 1999 and includes restaurants, a skating rink and Uncle Sam's dance club. It used to include Mongo's Roundtop, which offered music from acoustic to techno before it closed not long ago.

From Uptown, it is only a short distance to the city's historic downtown where, a few nights later, about three dozen people ate peanut butter cookies and drank tea above a music store as they listened to five of Fredericksburg's acoustic elders play the mandolin, fiddle, guitar and bass and sing about lost youth. The group, Vertical Land, was formed about three years ago, and the performance was part of a monthly concert series that began in September.

Once built around a small and tight-knit group of musicians, Fredericksburg's music scene is part of a sprawling new world and, like the region itself, is now reaching for a new identity. Clubs are opening and closing, festivals are beginning as others fail, and musicians are looking to the legions of new residents for new listeners and wondering what they'll want to hear.

"I think in the next couple years there is going to be a lot of art in the air," said Peter Mealy, 52, a fixture for two decades on the city's acoustic music circuit. He and his wife, Laurie Rose Griffith, play about 100 shows a year across the country. Development and gentrification have somewhat swallowed the small "homegrown" musical environment he knew in the 1980s, but the same growth has brought him a new market.

Mealy said his music store, Picker's Supply, has twice as many students now as it did two years ago and now gives 400 lessons a week. "This was my best December in 27 years," he said.

Fredericksburg's downtown long served as the urban -- and cultural -- heart of what a decade ago was a region of mostly farms and Civil War battlefields. The city still plays that role, but for a region vastly changed. The city's population of less than 20,000 now lives between two counties -- Stafford and Spotsylvania -- whose populations have tripled to about 100,000 residents apiece.

Although newcomers mean a larger audience pool, musicians and club owners say it's unclear how they will change the area's cultural life. Most are families with small children who commute to work from suburban subdivisions, hardly a music promoter's fantasy.

Pete Fields, 46, moved to the Fredericksburg area 20 years ago from La Plata, specifically because of the lively and supportive music scene. For a classical guitarist starting to earn a living, it was the ideal combination of community, low rent and easy access to Richmond and Washington for performances.

"It would have been a lot trickier to move down here in the same situation today," Fields said, citing traffic and rising housing costs. Now an established musician, Fields was elected to the Stafford Board of Supervisors in 1999 on a promise that he would try to slow growth.

Some younger musicians and club owners say Fredericksburg seems to be ambivalent about what sort of downtown it wants to be. In the last 10 years, the historic district has been revitalized, with dozens of antique stores and studios of local painters and potters. Gourmet restaurants and shops specializing in such items as wine and French pastries have sprung up recently, but there is still next to no sidewalk traffic at night.

Kim Place, who owns Orbits Downtown Eatery, one of the most popular live-music venues in Fredericksburg, said city police often shut down events they think are too loud -- even before midnight, even on New Year's Eve.

"I've never lived in a city where people move downtown and expect it to be quiet," Place, 32, said. "If you want it to be quiet, move to the suburbs."

At this point, she said, the city seems to think it would be more profitable to maintain its provincial, historic image. "I'm not sure what impact having a big music scene would be, financially -- probably not like having a big antique store scene."

That issue has been raised. Last year, the city commissioned a tourism study that concluded that Fredericksburg needs more nightlife to keep its residents and its vitality. Vice Mayor Scott Howson said the City Council is close to making a deal to turn the long-closed, 65,000-square-foot Maury School into a civic center that would feature lectures, live music and other events.

For a small city, Fredericksburg has its share of serious musicians. Among the best known is the group Saffire -- the Uppity Blues Women, which has drawn acclaim for its lusty blues. The city is also home to members of the award-winning bluegrass band the Seldom Scene. In recent years a half-dozen music festivals have started, offering chamber music, jazz and what Howson calls an "ethnic" mix of klezmer, gospel and Indian, among other styles.

For people in the music business, the goal is to get a sense of the growing audience pool. Who are they? What speaks to their commuting souls? A recent performance at a monthly acoustic-music series, Fredericksburg Songwriters' Showcase, featured a song bemoaning the growth of Route 3, the region's traffic-choked, mall-lined main thoroughfare.

Amid such change, local musicians say Fredericksburg remains a nurturing place for them.

"For a little town, I think you'd be hard-pressed to find a place with this sort of scene -- except for those boutique towns like Santa Fe or Boulder," Fields said. "But Fredericksburg is still a real people's town."

Guitarist Jon Fritz plays at Sullivan's Irish Pub in Fredericksburg. Musicians are looking to the legions of new residents for new listeners and wondering what they will want to hear.Bill DiStasio and Dottie Keller dance at Sullivan's Irish Pub. Opportunities for musicians are increasing.