It was one of those cool summertime evenings last week when 64-year-old Ella Mae Wynne and her husband Buford, 76, cuddled on their wooden porch swing, laughing as they shared stories of the once "quiet and peaceful" small Montgomery County town of Poolesville. Then, the laughter stopped.

From their porch, the Wynnes, who have lived on Norris Road for the past 50 years, watched and listened to a local youth rev the engine of his red 1967 mag-wheeled Chevy before he disappeared in a trail of dust down the sloping hills of Wootton Avenue.

"Jeepers! What did I tell you," the retired bank employe said, throwing her arms in the air. "City folks say they come here because it's nice and quiet. It sure ain't quiet no more."

Poolesville has grown from 350 people in 1970 to 3,500 today. Tucked away in the northwest corner of Montgomery County, the agricultural community lies 33 miles from Washington, surrounded by grazing land, with the Potomac River seven miles to the west and Sugarloaf Mountain looming on the northern horizon.

Last March, a 10-year state moratorium on construction was lifted after a $2.5 million sewage treatment plant was completed. Town officials say that the modern treatment system is the first step toward development in the area. The town's master plan calls for the present population to reach 6,000 by the year 2000.

"We are anxious to begin developing the town again," said 71-year-old Charles W. Elgin Sr., Poolesville's lanky white-haired mayor.

"The older natives did not resent the newcomers, but in 1970 they got control of the government and decided to shut down growth."

He said the town commission slowly has changed with the election of members in recent years who generally favor more development.

"The new people want the town to be like it was many years ago, but it will never be," Elgin said.

By urban standards, Poolesville remains a "sleepy bedroom community," where the remaining 19th century clapboard houses abut the newer split-level town houses and detached houses built in the early 1970s.

The town's 1,250 homes line streets named after Poolesville's old families: Wootton, Chiswell, Gott and others. Real estate agent Frank Jamison said housing and land prices in the area range from $58,000 for town houses up to $1 million for farm property two miles from the center of town.

One estate on Edwards Ferry Road is the 125-acre Westphalian Pride Farm. Since 1977, the breeders and developers of world-class Hanoverian stallions have operated the Poolesville estate, serving clients from Germany, South America and the United States.

Daniel Evans, who has managed the farm for the past three years, said the sport horses cost between $10,000 and $100,000. The special breeding process was developed in Germany during the 18th century, he said.

Poolesville is somewhat self-sufficient with two schools, five churches and one grocery store. The local High's Dairy Store has the usual convenience items, but also has a daily selection of live bait.

Still, some residents, who moved to Poolesville to escape the hectic pace of closer-in suburbs, nonetheless lament the absence of public transportation and retail stores that they became accustomed to elsewhere in the Washington area.

Suburban transplant JoAnn Stone said she moved to Poolesville from Silver Spring 15 years ago because it had become "too crowded and hectic."

Stone is part-owner of a new gift and craft shop on Rte. 107 that opened four months ago.

"I needed good schools for my kids and affordable housing," said Stone, who has three children.

"I like the idea that my kids can walk to school where there is a small enrollment."

Yet, Stone added, "We need a viable commercial industry -- one with competitive prices and a source of employment for our young people."

Elgin said, "Younger people have come to expect others to arrange entertainment for them," although Elgin said he remembers a time when there were no televisions or theaters and people were more "self-sufficient in making their own entertainment."

Elgin said his father's pharmacy, before it burned down in 1953, was a gathering place where people came to pick up their mail and catch up on the latest news while enjoying the soda fountain.

"But these people want the modern conveniences of urban life. So, we're going to give it to them," Elgin said.

The commission currently is studying plans for a major shopping center in the town.

However, Stone and a few of the newer residents said they "don't want the town to grow" because they fear Poolesville will become congested.

Residents of old Poolesville -- with some families going back to settlers of the 1700s -- tend to be reserved in its attitudes and politely distant to outsiders.

Residents of new Poolesvile -- with traditional and contemporary subdivisions contrasting with century-old architecture -- are sometimes better educated and somewhat more liberal in political and social attitudes.

There are three small enclaves of approximately 60 black families who live just outside Poolesville, including many descendants of slaves who lived on what once was the Sugarland Plantation. The three communities -- Sugarland, Jerusalem and Jonesville -- appear to be self-contained, with their own churches and the support of extended family life.

The Poolesville area was settled 263 years ago by families from Eastern Maryland who were given the tracts of land by the original proprietors of Maryland. The town itself began about 1783 with the construction of a log house owned by town founder John Poole, which still is standing north of Town Hall.

"So many people think they've made a new discovery when they come here," said Kay Twetten, who runs the Poole House from which century-old books and locally made craft items are sold.

Elgin, a third-generation Poolesville resident, said, "We welcome all the newcomers, the same as we did with those who came 15 years ago. We just have a small-town way of doing things."

That small-town flavor attracted more than half of Poolesville's current population, many of whom wanted to escape from such places such as Bethesda, Rockville and Silver Spring.

Affordable housing attracted Cynthia Jordan and her family to Poolesville two years ago. "We didn't like the rush and crowds of Gaithersburg," said Jordan, who has three children. "This town has the atmosphere needed for a growing family."

Jordan said the only drawback is her husband's daily hour-long commute to Washington where he works as an accountant.

Two native Washingtonians who now live in Poolesville said they are "tempted to keep this beautiful place a secret from the rest of the world." Hot-air balloon pilots Patrick Michaels and Henry Decker moved from Washingtonfor the "nice country atmosphere."

After transporting his hot-air balloon on the 158-year-old White's Ferry across the Potomac River, which some local commuters choose over the congested Capital Beltway to get to Virginia, Michaels looked over the river and beamed, "I love the open countryside." When he moved to Poolesville seven years ago, he said he found the "old-time country people gentle by nature."

At Larry's Restaurant, a gathering place for the town's residents, Vince Chicarell sipped a beer as he described his flight of five years ago, from the coal mining town of Windber, Pa.

Wearing a black Easy Rider T-shirt, Chicarell pushed his shoulder-length hair behind his ears. "I just packed my bags and moved out. I came here looking for work," said Chicarell, who now runs his own contracting company, Them Guys Construction Inc. "In Windber, we had about 3,500 people, and most were drawing unemployment. I just couldn't live like that."

Others bypass Poolesville's permanent population to conduct business with area horse breeders or play, socialize or study at the Potomac Polo Club.

A weekly commute from New York brings architect Katherine Platis to Poolesville, where she is a student at the club. She said she "thinks it's neat that you have people coming from the affluent farms of Potomac to a quaint little country town" to play polo. But Platis said very few of the town's residents come to the club.

Meanwhile, many of the town's residents said they will try to hold on to their "small-town ways" as they prepare for the expected new development.

It is from their porch swing, only two blocks from the town hall, where the Wynnes plan to watch the transition of their town.

"We used to think that Poolesville would always be a little old town," said Buford Wynne, a retired machinist. "But I guess we were wrong."