Ernie Hueter, a leasing agent for Warrenton's two largest shopping centers, Warrenton Village and Warrenton Center, used to have a tough sell.

Warrenton, population 6,670, was hardly Fairfax or even Leesburg. But as Northern Virginia's rapidly growing population moves farther from the Beltway into such places as Fauquier County, retailers and developers are increasingly eyeing the county seat.

"I used to have to stand up on the rooftop and wave my arms and say, 'Here we are; we're a viable market,' " Hueter said. "Now the retailers are really starting to see it as a viable market."

In the past year and a half, Hueter has helped attract and negotiate leases with Staples, Petco and Panera Bread, and a Borders bookstore is in the works. A Holiday Inn opened in June 2004, Fauquier's first new hotel in 17 years. A Home Depot is under construction on the other side of town near Wal-Mart, which is planning to expand. Costco, Target, Talbots and other chain stores have also expressed interest in expanding to Warrenton, according to local officials.

So is Warrenton poised to become another den of big-box retail? The answer, residents and officials said, is a hopeful no. Surprisingly, they point to Main Street, wagering that the main thoroughfare in Old Town, with its small shops and Victorian-style homes, might help preserve the town's old-fashioned charm.

"All of the Outbacks [Steakhouses] and things we didn't have before, they're all coming," said Duane Thomson, owner of Rhodes Drug Store on Main Street. "It's just what happens when growth comes. It's not something you plan for. You can't plan against it."

Where residents once clucked about the Wal-Mart on the southern edge of town or the Subway sandwich shop in the old Virginia Company storefront on Main Street, they're now increasingly accepting of new arrivals.

"When word came that Borders was coming, people stopped on the sidewalk and said, 'Hey, that's great news,' " said R. Talmage Reeves, director of economic development for Fauquier County.

According to a survey conducted in March by the Fauquier County Economic Development Office in conjunction with the Fauquier Times-Democrat newspaper, much of what's arriving in Warrenton is what residents want. When asked what goods and services they thought were missing in Fauquier, residents cited clothing and shoe stores, restaurants, a movie theater, a book store and a home improvement store.

Residents have backed up their views with purchases. Such stores as Petco and Staples have surpassed corporate expectations. When Staples arrived in 2004, it occupied half of the former Safeway store (Petco filled the other half), but company officials "quickly realized it wasn't enough," Hueter said. The company couldn't lease more space, so the store manager extended its hours and hired more employees.

So where do the vendors on the town's historic Main Street fit in?

"That's the quaint part of Warrenton, and people love that," Hueter said. "You have a lot of entrepreneurs who are very talented. That's what gives everything out there a special feeling of uniqueness, so that everything's not generic."

The merchandise on Main Street seldom overlaps with that found in the superstores.

"You can't compete with Wal-Mart," said Anne-Marie Walsh, director of the Partnership for Warrenton Foundation, a nonprofit organization dedicated to preserving the town's historic character. "You can't compete with them on price point, but what you can do is make your merchandise line a bit different and you can offer wonderful service. Quite a few stores here have charge accounts."

At the Town Duck, a gift shop that also sells fresh fish on Thursdays, owner Annette Johnson said she's on a first-name basis with her customers.

"We're more than that," she said. "We're friends."

A Maryland woman had just telephoned Johnson, asking her to pick a birthday gift for a sister-in-law who lives in Warrenton and to deliver it.

For Thomson, owner of Rhodes Drug Store, "the service is the trick," he said. "If you come in here and say, 'My dog has fleas and they're itching,' I'll say, 'No problem, come over here and I'll tell you about it.' If you go in one of the big stores, they'll say 'Aisle 32' and you're on your own. You get product, at a low price, and that's it."

Service, Thomson said, is what distinguishes his drugstore from the comparatively behemoth CVS on Blackwell Road, a mile away.

"In the business that I'm in of helping people with their medical needs, most of the time they want somebody to explain it to them. And I think that's been one of our strengths," he said.

Thomson has diversified his inventory: Along with traditional drugstore merchandise, he sells fly-fishing gear. One flight above the pharmacy is a gift shop. Unlike large chain retailers, he buys in limited quantities and watches how fast his merchandise sells.

"I think it's more important to get a lot of different items in small amounts than to get a lot of one item," he said.

Because of their unique merchandise and personal service, Main Street vendors say new chain retailers aren't siphoning off their business. "We have a very, very loyal clientele," Johnson said. And the influx of residents has added business. "We're getting new customers from it," she said.

In fact, the relationship between Main Street's independent businesses and Warrenton's big chains is largely symbiotic. They're both working toward a shared goal: keeping business local.

Traffic in neighboring communities has helped their cause, Walsh said.

"What we're finding is people say, 'I will not go there because I will not get caught in that traffic up around Haymarket and Gainesville.' So in some ways, traffic congestion has been good for us -- kind of making people look homeward again."

Warrenton Mayor George B. Fitch said that since residential growth is inevitable, "we want to be sure that we bring in commercial development, too." He said tax revenue from business and retail is necessary to help offset the cost of schools and other services needed for the growing population.

But, he said, "we try to encourage development in such a way that it blends in with the character of the community. . . . Otherwise, you're going to end up just another cookie-cutter community. You're going to lose your character and your uniqueness."

As a result, big-box stores looking to set up shop in Warrenton have been subject to intense negotiations about the aesthetics of their buildings. Home Depot, which is scheduled to open this fall, has made architectural adjustments to its signature boxy, warehouse-style building to include a raised roofline and a brick facade.

Warrenton Village and Warrenton Center have also been pressed to adopt a quainter, more village-style look -- with stone columns, patterned sidewalks and cedar lining beneath the awnings -- so they might seem a little more like, well, Main Street.

Main Street, it appears, has gone mainstream. Said Walsh, "In some ways, it's very flattering that what is unique and original and has been here for 200 years and survived feast, famine and flood is now being copied."

R. Talmage Reeves, above, director of economic development for Fauquier, visits the Panera Bread bakery at the Warrenton Center, which has also attracted such chains as Staples and Petco. Reeves says residents have been accepting of the new arrivals.