Poplar Terrace, a Vienna area enclave of 70 houses with big yards and towering trees, looks like a pleasant place to live. But to Pete Young and most of his neighbors, there is much more to this subdivision they call home:

The potential for millions in profits.

In a reflection of Washington's surging home prices and the allure of cashing in, Young and nearly all his neighbors have banded together to form a real estate collective that proposes to raze their 40-acre community and realize above-market profits from its redevelopment as a cluster of more than 1,000 condominiums and townhouses.

Other small suburban neighborhoods across the Washington area have been similarly demolished by developers and rebuilt with more homes, particularly as housing demand has soared. But what distinguishes the Poplar Terrace "assemblage," as such amassing of lots is known, is that it is relatively large and that the deal originated not with real estate brokers or developers, but with keen-eyed owners.

"Like it or not, this is the way the free-market system works," said Young, 62, who has pursued the deal as a leader in the neighborhood association. "It's about progress."

The homeowners group, meeting in a church, has initiated and struck a deal with builder Centex Homes. Under terms of the agreement, the home builder will buy the individual properties at relatively high prices, provided that Fairfax County can be persuaded to permit more homes in the neighborhood.

Though some surrounding neighborhoods are poised to protest, Fairfax planners have called for more development near Metro stops, and Poplar Terrace sits about a half-mile west of the Vienna station.

If all goes as planned, Centex would buy a typical home in the neighborhood -- individually valued at about $400,000 -- for $760,000 or more, neighbors said. Under the agreement, the more homes that are approved for the site, the more money the neighbors will receive for their individual properties.

"I was planning to stay here in this house forever," said Dennis Miller, 56, a Washington Gas Light Co. worker and homeowner, who is now planning to move to Albemarle County, Va. "But then this popped up. Hey, I'm not stupid."

"I've been here for a long time, and I've seen the growth coming," Young said. "First, we had [Interstate] 66 come by, and then the Metro line. It's become a very logical place to build new homes."

The pending planning proposal submitted by Centex and supported by the homeowners requests the right to replace the 70 existing houses with 1,326 units, creating a density about 15 times greater than permitted.

Given the projected demand for housing in the Washington area, this kind of neighborhood transformation -- from suburban to urban densities -- "is in the cards for Fairfax and Arlington neighborhoods for the foreseeable future," said Mark Anstine, senior vice president of Fraser Forbes, the real estate brokerage hired by the neighborhood.

"Given where we are in our real estate cycle -- we have the best residential market in the country right now for new construction -- then older, large-lot neighborhoods are going to turn over," Anstine said.

Environmentalists and "smart growth" advocates applaud such transformations in downtown areas or near Metro stops because they take the development pressures off of pristine lands at the region's fringe.

"The place we need to focus redevelopment is in our central city and areas within a half-mile of transit stops," said Stewart Schwartz, director of the Coalition for Smarter Growth.

Schwartz has supported similar developments, including one in the nearby Fairlee neighborhood. But he said he sympathizes with the concerns of residents in the surrounding areas.

"If the market is starting to create these kinds of pressures, it argues even more for careful planning to locate where these changes should occur," he said. "This has to be of great concern to many neighborhoods."

"It makes sense," said Bruce Christman, a lawyer who represented the Poplar Terrace neighbors and has worked on similar residential assemblages, including ones in Centreville and Arlington. "It makes sense from the standpoint of smart growth and from the standpoint of the homeowners, in terms of maximizing the value of their property."

The proposal to redevelop Poplar Terrace has stirred controversy inside and outside the neighborhood.

Five of the 70 owners have not signed the deal with Centex, with some saying simply that they do not want to leave. Young, who plans to move to Florida, said that only three owners will probably continue to resist the deal and that those holdouts are not enough to quash the project.

"Centex can just build around them," he said.

Centex and its attorney, Mary Theresa Flynn, declined to answer questions about their proposal.

James Fahs, one of the holdouts, said he doesn't think building densely in his neighborhood constitutes smart growth because he believes it is farther than most people would be willing to walk to Metro. As for his own resistance, the retired physicist said: "I really like my home, and I'd like to stay here. It's where I raised my two kids, and there's no reason to go anywhere else."

Outside the neighborhood, too, many residents fear that their leafy surroundings will be overwhelmed by traffic created by smart growth developments. A similar project in Fairlee, just east of Poplar Terrace, calls for office mid-rises, shops and multifamily buildings. Many of the houses that once stood there have been knocked down.

The Centex plan, which the Fairfax County Planning Commission is considering, would bring a few thousand more residents to the area. County planners reviewing the application have not calculated its effects on schools and roads, though some neighbors suspect that they would be overwhelmed.

"Given everything going in around us, it's pretty alarming," said William S. Elliott, a member of Fairfax Citizens for Responsible Growth, a group formed recently to address development issues. "Adding another 1,326 units is a bit more than the schools and roads can bear."

Not surprisingly, the Poplar Terrace residents look more favorably on the redevelopment proposals than other neighborhood groups who lack a financial stake in the outcome.

Even as suburban communities across the country protest change to their surroundings, about a dozen of the Poplar Terrace residents took a bus to a July county planning board meeting to register their support for more development within the county land plan.

"It's time for us now to embrace smart growth," neighbor Tim Bradshaw said he told the planning commission.

"High-density developments belong here," Charles Ashmore said.

One opponent of such projects shot back that such testimony by residents was "very offensive" given their arrangement with Centex.

"Those homeowners will not be here when this development is complete," Peter Slivka said. "The densities [proposed] are way overboard."

Echoing the long-standing rebuttals of developers, Young asserted that no matter what you do, there will be opponents.

"It's just sour grapes -- NIMBY," Young said. "This is something that is good for the county. You can't stop progress."

"Like it or not, this is the way the free-market system works," says Pete Young, 62, a leader in the neighborhood association. "It's about progress."Holdout James Fahs says: "I really like my home, and I'd like to stay here."