Joe Maio woke up with the kind of inspiration that strikes between midnight and dawn. He slipped out of bed, past his sleeping wife, and tiptoed downstairs to his computer. He wrote an e-mail suggesting strategies to stop the march of houses and strip malls across Loudoun County's countryside by electing a new Board of Supervisors.

Maio thought his cohorts would see his memo sometime after sunrise. But minutes later, one of them fired back a response. And so began another middle-of-the-night e-mail conversation.

"I can show you e-mails that began at 2 o'clock and ended at 4 o'clock," said Maio, 58, a retired IRS computer specialist. "I would sleep for a couple of hours and then get back on it."

Round-the-clock computer messaging was just one tactic adopted by this possessed band of suburbanites who successfully pushed a slate of eight slow-growth candidates into office this month.

In the nation's third-fastest-growing county, a place where developers traditionally have financed political campaigns and wielded influence over county decisions, their victory was dramatic.

Voters to Stop Sprawl, as the activists named themselves, included a core of half a dozen residents from vastly different backgrounds--people who wouldn't ordinarily show up at the same party. Among them were a retired Army intelligence officer, a recruiter for high-tech companies and a woman who makes herbal soap with the basil and sage from her farm.

Their lives converged in a shared disgust over sprawl, traffic and school crowding.

In the past few months, they organized hundreds of volunteers and set up phone banks that called 20,000 houses. They raised more than $50,000, placed newspaper ads and mailed more than 60,000 fliers. Then they worked the polls.

And ultimately, they say, they took the county government back from developers.

Said Ray Chamberlain, 63, one of the group's leaders: "I'm really kind of thrilled with the idea that a bunch of ordinary people could get their act together . . . raise the amount of money that they did and contact the number of people that they did and be able to say that they were a significant influence in at least some of the races."

While they see their efforts as a triumph of democracy, their opponents view them as a cabal of elitists seeking to protect their genteel lifestyles by preventing development in the rural, western portion of the county.

A mocking newspaper ad run by a business group called the activists "Barons of the West" who wanted to keep "the unwashed barbarians at bay." Other business leaders and developers said the group's policies would ruin Loudoun's thriving economy.

Bernard J. Way (R), who lost a bid for supervisor to a slow-growth opponent, complained that the activists distorted his record on the Planning Commission. But he conceded that the group had been effective. "The fact that they had a concentrated message, in that they felt that development of all kinds should be stopped, resonated with the majority of voters that turned out to vote," he said.

The activists said they don't oppose development but want it where there are adequate roads and schools. They say they are not barons, just people who want what's best for their neighbors.

Many are newcomers who moved to Loudoun to escape congestion, and they've watched in anguish as developers have altered the scenery that lured them. On one field near Dulles International Airport, America Online Inc. built a sleek office campus; MCI WorldCom Inc. is building on another. The influx of 1,000 residents every month has crowded schools, jammed roads and forced higher taxes.

They'd had enough.

When Marcia de Garmo and her husband, George, lived in Washington, they made regular weekend trips to Loudoun to visit her parents on their farm. Five years ago, the couple moved to the farm.

De Garmo, 56, soon became active in politics. At a gathering of civic groups in 1996, she, Chamberlain and others compared notes and expressed similar frustrations about development.

Chamberlain, the retired Army officer, had moved from Springfield with his wife, Anna, and bought a home on one-seventh of an acre in Ashburn Village. He said he neglected to look at plans that would have suggested much of the development now around them.

Chamberlain, De Garmo and others started going to county government meetings and pressed officials to stop several massive subdivisions. As like-minded residents joined forces, they coalesced into a group called the Sustainable Loudoun Network.

Last December saw a defining moment for the group, which had collected 5,000 signatures for a measure that would shut off residential development if nearby schools and roads were inadequate. They packed the Board of Supervisors' meeting.

Supervisors were, "in a very patronizing way, nodding their heads and smiling and doing absolutely nothing about it," said Tom Pfotzer, 42, who was active with the Sustainable Loudoun Network. "For a while, I thought that was because they just didn't understand." But then, "I figured out that the supervisors weren't listening very closely because their campaign dollars came from developers." Supervisors denied that allegation.

Soon after the meeting, the activists decided the county needed new supervisors. And they decided to form a political action committee to accomplish that.

Voters to Stop Sprawl was born.

After a series of meetings early this year, the group concluded that only a full-scale grass-roots effort could overpower developers. Someone suggested an eye-popping budget of $40,000.

"That was a dark moment for us," said Pfotzer, a recruiter for high-tech workers. "We weren't really sure we could muster that. We had to produce a big wave, a big bang, a big stick."

The group began strategizing, often by e-mail, producing plans, budgets and fund-raising letters.

In May, as the primary approached, the group focused on defeating County Board Chairman Dale Polen Myers (R), who was being challenged by Supervisor Scott K. York (R-Sterling). The activists had concluded that Myers, who received 48 percent of her itemized campaign donations from real estate and development interests, was a stooge for her contributors. York, pledging not to take developers' money, had been pressing for a number of slow-growth measures.

De Garmo, a former fund-raiser for a McLean private school, took on the same role for the group, setting out to coordinate phone banks and recruit volunteers. She and soapmaker Jean Ann Feneis, 52, found business owners and residents who agreed to turn over their phones to volunteers.

"I made a list of every person I have met out here," Feneis said, explaining how she recruited people to make the calls and then asked them to recruit others. "I told them to ask your hairdresser. Ask the person who fixes your shoes. Ask at the post office."

Maio, a former Democratic Party activist whose wife works for the Piedmont Environmental Council, compiled lists of registered voters to target. Pfotzer served as the president of the group. Kathy Mitchell, 49, who helps companies devise slogans, conceived the group's bright yellow logo. Chamberlain was the accountant, who said his Army intelligence skills came in handy when he plotted how to spend money so that the enemy would not detect it on campaign finance reports until it was too late to react.

On primary day, they were stunned by the margin of their victory. York trounced Myers, defeating her by a 3 to 1 ratio.

The activists celebrated.

Then the magnitude of the task ahead set in. There would be eight contested races for the board come November. And many candidates they saw as development supporters were suddenly preaching "smart growth," including Myers, who got back into the chairman's race as an independent.

They distributed extensive questionnaires to the candidates, then used the responses to come up with a bipartisan slate whose names would appear on thousands of glossy yellow mailings that said: "Your last chance to save Loudoun from developers."

They raised big money--a lot of it from one man. De Garmo had called Jeffrey Osborn cold, having found his name on a petition. He turned out to be a millionaire and was dismayed by Loudoun's development. Osborn, who made his money as an executive with UUNet Technologies Inc., an Internet company, had since retired and was spending his summers on 28 acres south of Leesburg.

Osborn said that he was looking for something positive to do with his fortune and that the anti-sprawl group had the energy he had seen at successful Internet start-ups. "It's a huge amount of enthusiasm and a just cause, and all it needs is a little money," said Osborn, who donated more than $50,000 to both the group and its candidates. "They'd say, 'Oh, here's this great thing we want to do, but it's going to cost X.' I said, 'That sounds like a great idea. Here is Y money.' "

They also cranked up a massive phone operation. Five nights a week. Four people at a time in three locations. The volunteers read scripts. Their candidates were "concerned that Loudoun taxpayers are forced to subsidize continuing new development because we end up paying for the facilities and services all the new homes will need," read one.

Callers also asked people how development was affecting them. Some broke down in tears, describing their children being transferred from one school to another.

Some activists said they started to sense victory because of how their message resonated. Voters told them they were providing information on candidates available nowhere else.

Just before the election, some activists were working 15- or 20-hour days. "I did, at times, think, 'Why am I doing this?' " de Garmo said. " 'Why did I miss the summer? . . . Why do I live on a beautiful farm and not even have time to go outside?' "

On Election Day, Nov. 2, the activists and even some candidates were not prepared for what happened.

They won.

Some of them had thought that maybe five candidates would win. Not the whole slate. One of their candidates won by nine votes.

"It was a significant impact," said Leesburg District winner Mark R. Herring (D). "They helped some of the citizens sort through typical political rhetoric."

For his part, Maio is pumped: "I'm just so empowered by it. I'd do it again tomorrow."

And they may do just that. They're considering lobbying lawmakers in Richmond and maintaining a Web site of the new supervisors' votes on development.

Ray Chamberlain thinks that's wise, though he'd like to return to his hobbies--such the genealogical project he'd been doing.

But it has been so long since he has worked on it that he can't recall where he put his box of research.

CAPTION: Jeffrey Osborn helped bankroll an anti-growth group whose bipartisan slate swept the Loudoun County board.