In three years, an excursion to Westfield Shoppingtown Montgomery, formerly Montgomery Mall, might begin with a visit to the spa, some upscale outdoor dining and a movie viewed on a wall-to-wall screen, enjoyed -- with a warm cappuccino in hand -- from the comfort of a "rocking love seat."

And of course, there would be shopping, at a collection of boutiques and high-end retailers.

In a major expansion that would make the Bethesda mall one of the largest in the Washington area, Australia-based Westfield Group wants to add 500,000 square feet to it, creating a regional shopping destination that could better compete with Tysons Corner in Northern Virginia.

But residents are upset and have formed a coalition to push for changes to ease traffic congestion, promote pedestrian safety and make the mall's proposed parking garages more aesthetically pleasing.

Residents' feelings about the project range from "mild dislike to extreme antipathy," said Jack Cochrane, president of the Wildwood Hills Citizens Association.

Westfield's more than $300 million plan includes 100 new shops and restaurants, a theater complex, several large specialty retailers such as bookstores or electronics stores, an upscale "fashion wing" with designer apparel stores, a revamped food court and two multi-level parking garages. About 1,500 additional parking spaces are planned.

The 1.2 million-square-foot mall, anchored by Macy's, Nordstrom and Sears, generates more than $430 million annually in sales, according to Westfield officials.

"Westfield constantly looks for ways to invest and reinvest in their properties and make them relevant for consumers," said company spokeswoman Katy Dickey. "Our objective always is to place the widest range of goods and services in one location."

Dickey said potential tenants would not be discussed until the project is approved and leases are signed.

Concerned residents formed the Montgomery Mall Citizens Advisory Panel, a coalition of about a dozen homeowners associations. The group said it is going to push for revisions to Westfield's plan.

"There's a lot of concern," said Cochrane. "If I had to rank the concerns: traffic, pedestrian safety, keeping Westlake Crossing [a small, adjacent shopping strip] and the visuals of the parking garage."

Westlake Crossing, which was purchased recently by Westfield, is a small strip center with a bank, dry cleaners, bakery, pizza place and convenience store.

At a recent meeting of the mall advisory panel, more than 100 residents showed up to hear more about the expansion and express their concerns to Westfield officials. Some called for traffic-calming measures, such as roundabouts, bicycle lanes, wider sidewalks and landscape buffers, on the five-lane Westlake Drive separating the mall from many apartments and condominiums.

Eric Eisen, a longtime resident of Wildwood Hills, said that he is not necessarily opposed to the expansion but that the proposed design resembles a "concrete monolith" and does not fit the character of the neighborhood.

He said that developers have a chance to create something like a town center. Instead, the plan "creates a citadel, a fortress, ringed by these large garages with this large commercial area in it," Eisen said. One of the garages spans the length of Westlake Drive from Westlake Terrace to the gas stations near Democracy Boulevard.

During the meeting, Eisen mentioned a document drawn up in the 1950s -- a series of covenants and restrictions created in an agreement between community groups and the owner of the land now occupied by the mall. The covenants list height limits, setbacks, driveway locations, aesthetic standards and other requirements. The 13-page typed document is signed by eight community groups, some which no longer exist.

Because the contract was written nearly 50 years ago, many provisions are outdated. But Eisen, who is a lawyer, says the document is legally binding. "Each new owner conveniently forgets that these covenants exist, and each time we have these issues," he said.

Westfield officials declined to discuss the document. "We're very excited about the project, and we look forward to continuing to work with the Planning Board, the county and the community," Dickey said.

County planning staff members are reviewing the plan and will make a recommendation to the Planning Board in coming months. Meanwhile, Cochrane said his group plans to submit its own recommendations about the project and is meeting with county officials about its concerns.

Westfield's original expansion plans were approved in 2005. Last June, the company submitted revisions that included tearing down Westlake Crossing and building a multi-story parking deck. Those changes drew community attention, Cochrane said.

With its expansion to nearly 2 million square feet, Westfield is trying to position itself as a major regional destination, which puts it in competition with Tysons Corner, said Patrice Duker, spokeswoman for the International Council of Shopping Centers.

"One of the leading trends for malls is to update their tenant mix and bring in upscale retailing to their centers," said Duker. "The luxury end of the market has done well and shown itself to be recessionary-proof."

She added that because design trends change rapidly, malls renovate or expand every seven to 10 years.

The Bethesda mall, built in 1968, has undergone four expansions and renovations, including major growth in 1991.

Tysons Corner Center completed a 362,000-square-foot expansion in 2005, and other area shopping centers are expanding to add upscale retailers. Last year, Westfield finished a $140 million revitalization of Westfield Wheaton, and an expansion is underway at Westfield Annapolis.

Although the Bethesda mall project is sparking some strong objections, some shoppers eagerly anticipate the opening of new stores and restaurants.

Amanda Cline, who travels from Darnestown to shop at the mall, praised its current high-end offerings but said she looks forward to more. "This is my mall," she said. "I don't go to Lakeforest Mall [in Gaithersburg]. I come here."