Construction has overtaken many parts of the 2,323-acre former D.C. Correctional Facility, which housed the District's prisoners for almost a century before shutting down in 2001. A Fairfax County high school, a water-treatment plant and expensive homes are rising on the land.

And now, plans are taking shape to transform some of the aged but still-graceful red brick buildings on the site into an arts complex.

In August, the Fairfax County Board of Supervisors approved rezoning 56 acres on the western edge of the site for use as an elaborate arts center. And within a few weeks, the board is expected to approve a 99-year lease of the land to a nonprofit group for the nominal payment of $1 a year.

Then comes the next step: raising the $25 million needed to begin to make it happen.

That's the task facing the Lorton Arts Foundation, a group of area residents, real estate developers and arts devotees formed in 2001 to devise a strategy for converting some of the more than 300 buildings on the former prison site into an arts community.

"This site just called out to be an arts center," said Tina Leone, executive director of the arts foundation.

The foundation grew out of an effort by area residents and historians to preserve some of the more historic buildings on the site. They include cellblocks dating from the 1920s and '30s built by the prisoners from bricks made on site, as well as a weathered barn built in 1925.

"The facility at Lorton played a big part in the heritage and culture of this area of southeastern Fairfax County," said Irma Clifton, who worked for the prison for 26 years. As a vice president of the Lorton Heritage Society, Clifton was a driving force behind the effort to save some of the more historic buildings.

The "Occoquan Workhouse," as the prison was first known, was created in 1910 to rehabilitate "misdemeanants and drunkards" with fresh air and physical labor. Inmates raised hogs, cattle and chickens on a 1,200-acre farm, and worked in the laundry, bake shop, ice plant and hospital. They constructed many of the buildings in the complex.

Some of the more famous prisoners over the next 80 years included suffragists who were arrested after marching in Washington to demand women's right to vote. Author Norman Mailer also did some time there in the 1960s.

But by 1995, 7,300 felons from the District were jammed into the increasingly dangerous facility, and federal and state officials decided to shut it down. It was turned over to Fairfax County in 2002.

More than half of the site, which is three times the size of New York City's Central Park, will be turned into a park and recreational facilities.

But the Lorton Arts Foundation wants to take its acreage and transform some of the existing structures into a mecca for artists and art lovers in the Washington area. It envisions eventually having theaters, a museum, art galleries, studios and residences for artists, dance studios, an events center and an outdoor performing arts arena -- all of which they estimate will ultimately cost $75 million to $90 million.

"There is a lot of potential here to make this the cultural heart of Fairfax County," said Leone.

The foundation's first project will be a quiet quadrangle of brick buildings linked by arches and open-air walkways, bordered on the west by Route 123. Designed by D.C. municipal architect Snowden Ashford and built in the 1930s, the buildings housed prison cells, gyms and a cafeteria.

The exterior has the feel of a college campus, but inside are row upon row of cramped, grim cells, grimy windows and echoing dormitories that once held hundreds of bunk beds.

Those will be torn out and converted to about 80 studios for painters, sculptors, jewelers, potters and other artists who will be able to work, display and sell their wares on site, said Sharon Mason, the foundation's vice president for visual arts.

Also on the drawing board for the quadrangle: a 16,000-square-foot gallery, a museum devoted to the prison's history, a 200-seat theater and a 24,000-square-foot events center in the former cafeteria for weddings, corporate events, banquets and community meetings.

Leone said foundation leaders are deciding what to do about the rusting guard tower that sits at one end of the quadrangle. On possibility would be to refurbish it and leave it as a testament to the site's past, she said.

To pay the $25 million tab for this first phase, foundation officials say, they hope to get permission from the county to sell county bonds, which would be repaid with the revenue from leases and events at the site.

Organizers hope to raise what remaining funds they need from historic tax credits and contributions from corporations, foundations and private donors. Fundraising efforts will swing into high gear after lease negotiations are complete, organizers said.

The foundation's request to float construction bonds backed by the county is not expected to meet resistance from the county Board of Supervisors, said Supervisor Gerald W. Hyland (D-Mount Vernon). Hyland's district covers the Lorton site.

"We are doing everything we can to make this a reality," he said.

The former prison's quadrangle, which would become the first phase of an arts center, would require a $25 million renovation, organizers say. "This site just called out to be an arts center," says Tina Leone, executive director of the Lorton Arts Foundation, which is spearheading the plan.