Some might have seen a worn-down, beaten-up drag strip out in the sticks, but Steve Britt and Charles Graybeal, two Fairfax County businessmen, saw Old Dominion Speedway as a once-in-a-lifetime chance to buy a piece of racing history.

The partners recently bought the three-eighths-mile "short track" and drag strip outside Manassas for $2.2 million and plan to invest at least that much into remaking the speedway, one of the oldest in the country and an early home of NASCAR racing. The businessmen bought the track from the Gore family that had run it for 51 years.

Theirs is an investment in one of the fastest growing parts of the region, where upscale golf course communities are sprouting up around what used to be "the country" and Volvo station wagons share two-lane roads with souped-up Chevys. They see the speedway less as an outpost of grease monkey subculture and more as a mainstream entertainment option for upscale suburbanites who are increasingly populating the area.

"Racing has changed," said Britt, a lifelong fanatic. "It's not only a redneck sport but a corporate sport, too."

The track used to be far from much of anything other than the county fairgrounds and a National Guard armory. That's changing fast. The raceway is just outside the city of Manassas in fast-growing western Prince William, close to booming Loudoun County. The changes Britt and Graybeal are bringing to the raceway reflect the changes around the track.

Prince William, once known mostly for strip malls, outlets and acres of cheap townhouses, has gone upscale, especially in the western part of the county, near Loudoun. The area now boasts golf course developments, mini-mansions -- even a Land Rover dealership. And in Old Town Manassas, raucous biker bars have been replaced by antiques stores and competing espresso shops. Even decent Thai food can be found.

The sale reflects another change in the western suburbs: Prominent families are leaving and selling to outside investors. In the past three months, the Merchant family sold its chain of tire and auto repair stores, which started in Manassas 60 years ago, to a Memphis company. And Manassas Ice and Fuel, a company started decades ago by Harry J. Parrish, a Republican state delegate and former Manassas mayor, was sold to an Upstate New York company.

Even the county is participating, seeking a new stadium for its minor league baseball team, the Potomac Cannons.

"What's the point of additional development without quality of life?" Graybeal said. "You need to have a diversity of entertainment offerings. People want things to do and have these things where they live. Not everybody wants to drive four to five hours away."

The first change the partners made to Dominion was to the menu at the track's concession stands. Out went a lot of grease; in came grilled chicken sandwiches and other lighter, healthier fare. Chili was removed but will be restored after old-timers complained during last week's opening weekend.

The partners say the increasing popularity of racing and the affluence of its fans mean that a night at the track can compete with a minor league ballgame or a concert at nearby Nissan Pavilion. They reel off statistics about how loyal NASCAR fans are and about the growing number of female fans. They say increasing corporate money and a rising profile has given the racing circuit a bit of cachet.

For hard-core race fans, preserving Old Dominion is tantamount to protecting the sport's history. The track's drag strip is the oldest on the East Coast. Some of racing's biggest names have rounded the track: Richard Petty, Darrell Waltrip, Junior Johnson, Neil Bonnett, Bobby Allison, Tiny Lund and Shorty Bowers.

They say NASCAR is interested in keeping the track in good hands.

"This is awesome!" said Britt, surveying his new asphalt kingdom. The construction contractor from Clifton never once dropped his Christmas-morning smile.

Britt, 43, is an Old Dominion regular who once worked in the crew of a friend's 1973 Oldsmobile that raced there. His partner, Graybeal, 52, an Oakton developer, knows his Allisons from his Unsers. But he was a bit more skeptical about buying a racetrack.

"It wasn't on my to-do list," Graybeal deadpanned.

The former owners say they will miss the track but not the work and worry.

"We thought it was time we all went out and got a life," said Richard A. "Dickie" Gore, one of the track's former owners. "My wife just retired, and I wanted some time to relax. We've never had a summer vacation."

Some in the area say they are skeptical about the new owners. They see a developer and a contractor buy 40-plus acres in a fast-growing area and wonder if there is a hidden agenda.

They note that nearby Route 234 is being widened and eventually will be a high-traffic corridor linking Interstates 66 and 95. And they doubt that the partners invested so much money just for a racetrack.

"We are hedging our bets," said Sean T. Connaughton (R-At Large), chairman of the Prince William Board of County Supervisors.

The new owners say they bought the track to operate a speedway, not to develop the land. But they understand the skepticism that might greet a developer and a builder.

Said Britt: "Just come out here one Saturday night, and you'll know why we bought it."

Fairfax County businessmen Charles Graybeal, left, and Steve Britt bought Old Dominion Speedway outside Manassas for $2.2 million and plan to invest at least that much in it.