Sitting at my desk late last month, looking out a window of my apartment on a residential street in the heart of Annapolis, I watched what a neighbor called "The Catholic 500" for the last time. In this daily ritual, carloads of kids would roar through the city's back streets, making their way from their suburban homes to the St. Mary's High School parking lot.

Our narrow street was the only approach, which made for 15 minutes of youthful automotive exuberance each morning. As with so much of downtown life, we cursed it while we loved it.

The kids in their cars will go soon. St. Mary's hopes to move its school to the hinterlands -- not only because it needs more space but because many of its students now live there. I have preceded them. After living in Annapolis for more than two decades, I have just returned to Baltimore, where I was born. The school will move because it has become a citizen of the suburbs. I have moved because I have not.

In the 1970s, when I first knew it well, downtown Annapolis still had some poor people and rundown houses. It also had two full grocery stores, several smaller food shops, drugstores, bookstores, hardware stores and movie theaters, most of which were thriving. A few good bars and restaurants provided nightlife. Down by the docks you could get anything the Chesapeake provided. Churches were plentiful, as were schools. There was even a hospital.

I'd come from Baltimore, but I had plenty of earlier memories of the capital, where my mother grew up in the 1930s. She attended St. Mary's at a time when most students lived near enough to walk to class. One of my earliest memories of Annapolis was of a broiling summer day. As my Dad and I walked down the street, we saw an old hound lolling on the brick pavement in the shadow of a parked car. My Dad said: "See? This is the kind of town where dogs sleep in the street."

"Burbification" put an end to that. That's my term for the hybrid of gentrification and suburbanization that afflicts many of America's small towns. Downtown Annapolis is an extreme example.

It has been "renewed." Even the smallest hovels have been transformed into showcases of modern living. Historical architecture has been preserved. Realtors blink at soaring property values. People are rich and getting richer. The poor have been priced out, and now even middle-income guys like me are leaving, partly because of high rents. But it's more than that. As one store owner told me recently, "It's not the town I grew up in. It's not even the town I opened a store in 12 years ago."

He's right. The last grocer downtown left a decade ago. The last drugstore closed in 1997. The movies left a decade before that. The waterfront serves pleasure boats and is known as "Ego Alley." A coffee bar poses as a bookstore. Churches have closed and the hospital has moved. In downtown Annapolis it is difficult or impossible to find a ream of paper, a bag of dog food, a pound of ground beef or a bottle of aspirin. The necessities are a car ride away, so our biggest issue is parking.

Similar fates have crept up on Cooperstown, N.Y., Frederick, Md., and dozens of other quaint little burgs.

Burbification happens when suburban progeny remake a town to match their lifestyle.

The scenario is simple: An aging town sits on a cusp between decline and discovery. Designed centuries ago, the town was laid out for foot traffic and horses. It adapted to the automobile without destroying itself -- thus the "quaint." People walked to shops, saw neighbors and ran local businesses. Where there were chains, they were useful -- a 7-Eleven, a Burger King, an Ace Hardware outlet -- and they were often owned by locals who lived within walking distance.

The moment of discovery came when a young couple from Timonium or Falls Church offered an elderly local a tidy sum for a beautiful, run-down home. The young couple's friends bought out the corner grocer to open a French restaurant. The flood began. The historical society grew teeth. A score of preservation ordinances sailed through the town council, and within 10 years there were restaurants from half the world's nations. But the grocer, the druggist and the local guy who ran the convenience store left. They had to: Rents skyrocketed while sales dropped.

But why did sales of aspirin and sliced bread decline downtown?

The answer lies in upbringing. These new folks didn't grow up in towns. They were born and raised in suburbs, I have learned from my own informal poll. When asked where they came from, they invariably named places known for quarter-acre lots and driveways. They find sidewalks exotic, and they've never carried a grocery bag more than 50 feet -- from car to kitchen. When they need something, they drive to the shopping center. There they buy beef, BVDs, dog food and diapers. That's where they go to the movies and get haircuts.

They've often vacationed in quaint little towns. I've seen their spiritual siblings in mountain resorts and seaside villages, walking to restaurants. They never stayed long enough to buy groceries. But wasn't it great to get out in the salt air of a summer night, or the crisp cold of the ski resort, and wind up at a five-star Cambodian eatery? They used to tell me how convenient town life was because a dozen such restaurants are within a five-minute walk of their front door. (I sometimes mentioned that a place where the necessities of life were a car ride away wasn't my idea of convenience.) The only problem now, they'd say, is parking. Parking is hell.

For all the city's surface charm, you don't know people the way you used to. I managed a store downtown for years. At first I knew the people who owned or worked in the shops around me. But in the past few years, I could name few of the people running businesses on Main Street, partly because of change of ownership and partly because, well, no one owns the Gap or Banana Republic, at least not in the way I'm used to. In those places there are short-term employees, not shop owners.

For each longtime resident, there is a singular moment when the process becomes clear. For a retired neighbor who lived several doors down from me, it came when the hospital moved three or four miles out of town. "I'd been in there for treatment twice in 70 years," she said, "but I liked to know it was there."

Seniors like her who don't drive have the worst time of it in Annapolis. "The Safeway is about five minutes away when someone drives me," one older man said. "But it always seems to take an hour by bus." He's right, and it hits all the harder because he can recall when Annapolis had a decent bus system and a Safeway downtown.

But that's what happens when you take a town designed for pedestrians, pass a dozen laws prohibiting change in that design, and then roll in the SUVs while rolling out all essential retail outlets.

In the end, burbification may be the most dystopian idyll America has ever cooked up. Peter Heyrman is a freelance editor in Baltimore.