Marion Caesar Wheeler never quite fit into the genteel Manassas set, a group that rode to hounds and guarded its Southern heritage with a vengeance.

A former Navy nurse from Massachusetts, she arrived 40 years ago and soon became the bride of William Wheeler, well-known bachelor and millionaire farmer. They lived in Willow Green, the 215-year-old Wheeler family home.

A skilled horsewoman, Marion could ride with the best of them and certainly knew how to put on a hunt breakfast for 200 at Willow Green. But she had her Yankee ways, locals recall.

"How do I put it?" said Betty Duley, chairman of the Prince William County Historical Commission. "She wore Buster Brown shoes. She had that New England look. She didn't really dress up. It was very L.L. Bean."

Never one to avoid unpopular positions, Marion and her Southern neighbors had their run-ins over the years. Now, even in death, she continues to torment them.

After Marion died of cancer in 2003 at 89, the historical commission began to covet Willow Green. The graceful mansion, with its picturesque granary built of rare red sandstone, would make a perfect visitor's center, a gateway to Manassas. As the oldest standing house on that side of the county, Willow Green could be the last bulwark against the encroaching sprawl of strip malls and subdivisions.

Except, the commission members discovered, in her will Marion decreed that Willow Green be torn down.

The home, the granary and the 100 acres around it are under contract to become a planned community of 500 homes, a hotel, shops and offices. In response, Prince William County has filed a lawsuit to block demolition and made saving Willow Green a local crusade.

Wariness Revived

The fight over Willow Green has gripped the social circle in which the Wheelers moved and rekindled the mistrust, even suspicion, that its members had always felt toward Marion.

Her Manassas contemporaries say she swooped in and stole William Wheeler right from beneath the noses of local Southern belles, just like a "carpetbagger."

No one seems to know exactly how Marion and William met.

A nursing job at the National Naval Medical Center in Bethesda brought her to the Washington area in the early '60s. Her nephew, Peter Caesar, 52, remembered his aunt telling stories of how she had been in the room during the autopsy of slain president John F. Kennedy, and later she helped care for President Lyndon B. Johnson. (Lady Bird Johnson jokingly told her to keep the nurses away from her husband, Caesar recalled.)

As she approached retirement from the Navy in the mid-1960s, her love of riding drew her to Manassas, where she boarded horses at a farm near Willow Green and joined the Bull Run Hunt, where William Wheeler, an original member, was joint master of the hunt. They married in 1967, when he was 56 and she was 54.

William's hard fall for a military woman from Massachusetts surprised everyone.

"He had been acquainted with a lot of nice ladies," said Henry Ayres, a cousin of William's. "No one in our family considered her a nice individual. . . . She always had a little or a whole lot of that New England distance."

"We kind of wondered how she and William got together because William was so laid-back, and when she got irritated, she could rant and rave," said Kay Wells Worley, 58, another cousin of William's.

The Wheelers were best known for their scientific approach to farming, mainly crop rotation, according to residents and historians. William had only made it to the seventh grade when he had to quit school because his father died. But his family name and skills at farming and horsemanship helped the upper crust overlook his lack of education and gave him entree to Manassas society, Ayres said. "He associated with the wealthy and educated of Manassas," Ayres said. "He traveled and picked up his business acumen from them."

William Wheeler invested heavily in a savings and loan that netted him millions of dollars. He was also an eternal bachelor, or so everyone thought.

"He was the true country gentleman, said Deedie Lookabaugh, 67, Duley's younger sister and a friend of William Wheeler's. "You would never see him not properly dressed."

Despite her coldness toward just about everyone, Marion Wheeler was never mean to her husband, Worley said.

And her meticulous care of Willow Green was clear to everyone.

"She loved that house," Caesar said.

Willow Green is well-documented in the history of the region. During the first and second battles of Manassas in the Civil War, children and women hid in the granary. The home's kitchen -- a 11/2-story, stone-and-frame affair dating from 1791 -- must have served an earlier Willow Green, since destroyed. Today's two-story structure, built onto the kitchen, was completed 11 years after the Civil War.

By the late 1800s and early 1900s, Willow Green had achieved a certain cachet with the help of Eva Ayres Wheeler, William's mother, who ran a finishing school for young girls there.

Marion's Northern values probably did keep her from fitting in completely to this tradition, Caesar said. She tried: She made the society pages, and she stressed Southern civility to her nephews. "She had a certain disdain for the Southern aristocracy," Caesar said. "She thought the North was on the right side of the [Civil] War."

She even tried to pick up the dialect and the distinct Manassas accent, one that is Southern yet not too twangy.

"She even started using 'y'all,' " Caesar recalled. "When we pointed it out, she said it sounded better than 'yous guys.' "

Retired Judge Alfred Sinclair, a lifelong friend of William's, said Marion and William just fit. There was no real explanation. "You had to know her. She was a very pleasant person, I thought," Sinclair said.

When told that he was the only person out of more than a dozen to describe her as "pleasant," Sinclair smiled and said, "My wife is from Maine."

Battle of Will

Marion's critics suspect pure spite in her will's provision for Willow Green.

She could hold a grudge like no other, friends, enemies and relatives agreed.

"One of her great strengths was her rigidity, but it was also one of her foibles," Caesar said.

About 30 years before her death, Marion Wheeler stopped speaking to her closest cousin after a dispute over a horse, Caesar said.

When her church, 193-year-old Sudley Methodist, decided to replace a painting of Jesus with a giant cross above the pulpit about 15 years ago, Wheeler vowed that she would leave the church. She and her husband had married there, and she was the church's biggest benefactor.

"She walked in. She sat down in that pew," said Duley as she sat in the sanctuary recently and pointed to pew No. 44. "She looked up at the cross and said, 'I'll be.' She got up. She walked out and never came back again."

And being a person who always spoke her mind, she was not afraid to disagree with the in crowd, especially after William Wheeler died in 1980.

In 1985, Wheeler donated $50,000 to the National Park Service to expand stables at Manassas battlefield. She wanted a plaque in her husband's honor there. Local and national preservationists, including the historical society, argued that the expansion would hurt the integrity of the battlefield's past. The National Park Service returned Wheeler's money.

"We beat her on that," Duley said.

In 1993, when Walt Disney Co. announced that it wanted to build a historical theme park in the shadow of the battlefield, the historical society went into action, Duley said. Wheeler was indifferent.

Caesar said his aunt already saw the slow and sure demise of the county's historic treasures. She saw little need to fight Disney or try to protect Willow Green from encroaching suburbia, for that matter. She sold three acres to Wal-Mart and used the money to buy a Vermont farm, Caesar said.

Her attitude was, "Why preserve an island here when Wal-Mart is next door?" he said. "She sometimes thought the preservationists were overwrought."

Wheeler grew increasingly eccentric, acquaintances and relatives said.

She invested much of her time in saving animals and doted on her Welsh corgis, one named Willow Green after the estate.

In her will, she left her dogs' frozen semen to a local trainer who declined the gift, Caesar said.

Eventually, Wheeler became a bit of a hermit, choosing to spend her dying days in Vermont.

Still, she had unexplained spurts of charity. She even offered Willow Green to the county but balked when Prince William officials insisted she also fund an endowment to maintain it.

That was a different time, though.

"The county wasn't like it is now," Duley said.

Last Line of Defense

Willow Green is still elegant, despite the tattered red barns with rusting roofs that sit just feet away. Kept neat by a caretaker, the home's meticulous maintenance through two centuries puts visitors in a time warp.

But modern sprawl is a breath away. Centuries-old pine trees are the only buffer between Willow Green and nearby strip malls studded with Wal-Mart, Kohl's, Bed, Bath & Beyond and other big-box stores.

Marion Wheeler, her heirs say, felt it was too late to save Prince William's historical character. The home's destruction would save it from commercialism and sprawl, according to Wheeler in her will.

"I realize that this may be an unusual requirement on my part," she wrote. "But I do not want the dwelling where my husband and I spent the happy years of our marriage and where I have resided since his death to be desecrated by any commercial or other like use being made of it."

No matter. Prince William County is going to give Wheeler a fight.

The fast-growing suburb, often criticized for its disregard for history and its penchant for strip malls and cheap housing, has spent about $10 million over the past three years to preserve historic sites and burnish its image as a locale that honors its heritage.

"Basically, it is another piece of Prince William County that could be lost with development," said Sean T. Connaughton (R), chairman of the Board of County Supervisors. "We are going to try to do everything we can to save it."

Historical Commission Chairman Betty Duley, right, walks the grounds of the Willow Green property with her sister, Deedie Lookabaugh.Marion Caesar Wheeler treasured Willow Green, the 215-year-old Wheeler family home that she deemed in her will be torn down.Prince William officials are fighting to keep the Willow Green property intact, as little buffer remains between the historical site and a strip mall.