Amid the flowering bougainvillea, whooshing sprinklers and croaking snapping turtles, it's easy to forget that the Palms of Manasota is no ordinary, sun-soaked Florida retirement community of tanned seniors in shorts padding around tile-roofed villas.

"It's just wonderful to be able to take a walk and hold hands," said Edward Kobee, 69, a burly retired naval weapons systems analyst who moved to the Palms last December from Laurel, Md.

His partner of 17 years nodded his agreement. "We didn't want to go back in the closet just to be in a retirement community," said Alfred Usack, 73, a retired CIA analyst with a trim white mustache who lived in the Washington area for 46 years. "We'd had enough of that."

As one of a handful of retirement communities for gay men and lesbians built in the past few years, the Palms, set amid citrus groves and tomato-packing plants south of St. Petersburg, is a quiet, calm place -- conservative, its residents insist. It is also a trailblazer, and a precursor.

Largely unnoticed amid the uproar and invective over same-sex marriage, gay developers, activists and entrepreneurs are building an archipelago of gay retirement communities across the Sun Belt.

The projects, mostly unopposed and in at least one instance a beneficiary of federal tax breaks, are striking in their variety and ambition, reflecting what their backers describe as a huge untapped market of aging gay men and lesbians in all income brackets. Many have long waiting lists, and some are likely to be pricey.

The boom projects underway include a $32 million resort in central Santa Fe, N.M., whose developer likens it to a boutique hotel with extensive medical care facilities and outlying cottages, townhouses and apartments; a 165-acre tract in the Blue Ridge Mountains of North Carolina where 90 lots are set amid streams and walking trails; a five-story building for low-income gay and lesbian seniors in the heart of Hollywood; and an apartment building in midtown Phoenix renovated from a hotel backed in the 1970s by Cary Grant.

Other projects, in Boston, San Francisco, Arizona, Palm Springs, Calif., and elsewhere, are on the drawing boards as developers line up financing, check market surveys or hammer out architectural plans.

"Obviously it's something everybody's been dreaming of," said Joy Silver, the developer and driving force behind Rainbow Vision, the resort in Santa Fe, which expects to break ground in July on one of the grander projects in the works.

Silver, a New Yorker who moved to Santa Fe in 1998, said more than 100 people have put down deposits of $1,000 and $500 for the planned 146 cottages, townhouses and apartments.

"Can you imagine? A hundred people on the waiting list and we don't even have a shovel in the ground yet," said Silver, 48.

Various estimates, including one by the National Gay and Lesbian Task Force, put the number of homosexuals in America who are older than 65 at 1 million to 3 million. By 2030, when a fifth of Americans will be older than 65, it is thought at least 4 million in that group will be gay.

Mindful of the demographics, developers are eyeing even more projects. Linda Flading, sales and marketing manager at the Palms, says she takes several calls a month from developers in central Florida seeking advice and information.

"Large companies that own chains of housing for the elderly are going to see this as a niche market, and you'll see more traditional types of facilities advertising they have a gay wing or a floor," said Jean Quam, a professor of social work at the University of Minnesota and a lesbian who has written widely on the subject. "It's just a matter of time."

Gay retirement communities have attracted little notice and aroused little passion. One reason may be that those already operating are discreet and tend to be in areas where thriving gay and lesbian scenes are established.

One project, in downtown Hollywood, is to be built in the midst of the nation's largest urban redevelopment project after Times Square. The 103-unit project, which is being promoted partly by Gay and Lesbian Elder Housing, a nonprofit group in Los Angeles, has collected $17.5 million in public funds, including $5 million from the city of Los Angeles as well as federal affordable-housing tax credits; just $1 million is coming from private sources. Construction is scheduled to begin in the fall, and nearly a third of the units will be for people who are HIV-positive, homeless or at risk of homelessness.

Like other projects, the Hollywood development is not officially limited to gays and lesbians, and so it violates no laws. But it will be attached to an explicitly gay community center, which will not apply for public funding, so there will be no question about the building's identity, backers say.

One project that did come under attack is a 157-acre planned retirement community for lesbians in Pecos, N.M. A local neighborhood association mounted a court challenge to the project, insisting it would deplete water supplies, drive up taxes, and add to traffic and pollution. But the development, known as Birds of a Feather, prevailed in the New Mexico Supreme Court at the start of this year; the developers hope to begin construction within months.

The proliferation of gay and lesbian retirement communities fits a pattern of what social observers say is the creeping atomization of America -- people of similar interests, backgrounds, and social and political leanings clustering together, opting out of more diverse living arrangements because they are comfortable mainly with their own.

It also responds to what gays in their fifties and older, many of them closeted, scorned or ostracized for years, describe as an acute need. As a group, they have far fewer children than their peers and, in some cases, more strained ties with their families. In the absence of relatives, they say, what they badly need in their sunset years, especially as their health deteriorates, are sympathetic neighbors who share jokes, taste, stories, and bonds of understanding and tolerance.

"Let's say you've been involved with your partner for 30 years and he dies," Silver said. "Where will you go to find other partners or be in a social circle where you'll be comfortable? It's almost like an ethnicity -- you want to be in a place where you won't always be in the minority."

The Palms had 21 villas when it opened in 1998; a second phase is under construction to add an additional 34 homes, including two- and three-bedroom condominiums selling for $200,000 to $250,000. About 80 percent of the residents at the Palms are 55 or older. Most are retired couples, many of whom have been together for a decade or more.

Some of them say they lived comfortably, even prominently, among heterosexuals for years; others describe strained or occasionally hostile relations -- teenagers who yelled from passing cars, neighbors who fell silent. Many said they came to the Palms partly from fear that conventional retirement communities would replicate the cliquishness and homophobia they encountered in high school.

All agreed that they have never felt so accepted, embraced and at ease as they do at the Palms. Here, they say, their days are filled with potluck dinners, outings to concerts and theater, and easy friendships.

"I've never felt this free," said Linda Lee, 62, a licensed chiropractor who moved to the Palms from Atlanta in 1998 with her longtime partner, Mary Lynah, who is a registered nurse. "If I want to kiss Mary in the middle of the street, I can kiss her in the middle of the street without the fear of retribution."

Kobee and Usack, the pair from Maryland, are an unusual couple in several ways, but also in some ways typical for the Palms. For years their professional lives were nearly as veiled as their personal lives. Both had top security clearances. Both were married. Both had kids. Both eventually divorced their wives.

Neither told co-workers he was gay until after he retired. And years after they began living together, Kobee's son married Usack's daughter.

They led active lives in Maryland, leading their Unitarian church, attending theater and ballet in Washington and opera in Baltimore. But their neighborhood, near Fort Meade, was conservative and full of military families; neither felt he could hang a rainbow flag from the window or touch his partner walking down the street. And when they looked into moving to a retirement community near Washington, they sensed a coldness from residents.

When the Palms began its expansion last year, they were among the first to buy. And they couldn't be happier, they said.

"It's nice to be able to talk to people who understand things we've had to suppress -- the problems you've had with families, the years of keeping things hidden," Kobee said. "They're going to carry me out of here."

Partners Edward Kobee, left, and Alfred Usack moved to the Palms of Manasota, a gay retirement community in Palmetto, Fla., from Laurel.