Bill Hedges, 43, has managed restaurants in Montreal, Miami, New York and Alexandria. In February, he settled on downtown Manassas to start his own restaurant.

"I took a ride out here about a year and a half ago and saw the growth," said Hedges, who frequently has lines for lunch and dinner at Carmello's, his restaurant that specializes in northern Italian cuisine. "There were nothing but bulldozers and trucks all over the place. I knew this was the place for me, for my restaurant."

Hedges' love of downtown Manassas is symbolic of a group of other builders, restaurateurs, antique shop owners, gift store owners and other business people in the outer reaches of the Washington area who are trying to inject new energy into what used to be sleepy, rustic suburban towns that are still rich with Civil War and turn-of-the-century history.

Manassas, Fredericksburg and Leesburg in Virginia and Frederick in Maryland are among the historic suburban downtowns that are being transformed by a greater interest in historic preservation and the influx of residents seeking a quieter, less hectic pace.

While Alexandria, Annapolis and Williamsburg already have made the change, Manassas, Leesburg, Fredericksburg and Frederick are in the midst of the metamorphosis. They are trying to attract new businesses, retain existing ones and lure shoppers away from the malls and back downtown to refurbished stores. But they are facing some of the big city problems of providing adequate parking and keeping rents affordable for the traditionally small, mom-and-pop shops.

The newer residents often are seeking to escape huge residential subdivisions, office complexes, shopping centers and malls. But they are bringing with them a demand for a better variety and higher quality of restaurants, stores and services. These newcomers want the charm and coziness of a small town but hanker for food at restaurants with linen table cloths and napkins, love to browse and shop at antique and gift shops and like to know they can get out-of-town newspapers at the local bookstore.

"I've definitely watched the clientele change, but it's not a bad change," said Stanley Caulkins, the owner of Caulkins Jewelers, who has lived and worked in Leesburg for 25 years. "We're still able to do business here on a handshake."

Leesburg and other small downtowns virtually died during the 1960s and 1970s as large department stores moved from the main thoroughfares to nearby strip shopping centers and malls. During this period, many shops and restaurants closed because of competition from newer businesses. Suburban downtowns became havens for the homeless and drunks who hung out at the local bars and slept in the vacant buildings, residents said.

"Up until three years ago, there were large vacant buildings downtown and the parking meters were even taken up to get people to come downtown to shop," said Susan Shaw, project manager for Our Town Fredericksburg, a Main Street U.S.A. program, which is part of a national effort to revitalize historic downtowns. "Now, there are a greater number of people with higher incomes, they've traveled more and their tastes have changed."

Some shopping centers and malls in outlying areas have thrived on the discount shopper by attracting major chain stores such as Bradlees, K mart and Marshall's. While these stores still have a large pool of shoppers, there are now more people in these towns who are looking for classier restaurants, boutiques and other specialized shops.

"Definitely in Leesburg, Frederick and similar areas you're going to find the best merchandise downtown rather than in the strip shopping centers," said Norman Myers, owner of White's of Leesburg, a women's clothing store, and Clozone, a children's apparel shop. "They lend themselves to discount places."

As part of the changing look of downtown Frederick, there are at least eight restaurants within a five-block area on North Market Street. In the past year, many of them have invested money to renovate their buildings and improve their menus.

Even though the Downtowner, a traditional cafeteria-style, home-cooked-meat-and-potatoes restaurant, attracts many of its regular customers, there is an array of other choices such as Donnelly's, which offers salads, sandwiches and Sunday brunch, or Shalimar, an Indian restaurant specializing in tandoori prepared in a clay oven.

"I've watched the growth in Frederick over the last nine years," said Matthew Chakola, owner of Shalimar and a full-time mechanical engineer. "I've watched downtown Frederick change from night to day."

Chakola first opened his restaurant on Dec. 11, 1985. Ten days later, the building burned down. "There went all of my dreams up in smoke," he said. Determined to have a successful Indian restaurant in downtown Frederick, he renovated the restaurant and imported furniture and other artifacts from India. He now has a steady lunch crowd and a busy weekend following.

Three blocks from Chakola's restaurant is The Country Way, a shop with furniture and handcrafted gifts and accessories owned by Janet Sink and her daughter, Sue Mainhart. For nine months, the shop was vacant until they decided to rent it and transform the one-time shoe repair store. It tries to distinguish itself from the other gift shops in the area by purchasing items from more than 185 artists. It also sells a line of chairs, shelves, tables and other furniture. "Ten years ago, there might have been six or seven stores downtown," said Sink, who is president of the Downtown Business Association. "Now there's a lot of renovation going on, but there's still not a lot of traffic."

One of the sparks toward reviving downtown Frederick was a more active business association that helped promote the area as a good place to do business. Business owners also hope the completion of a bridge-widening project, a $50 million flood control plan and construction of an urban park along Carroll Creek, which runs through the center of Frederick, will bring additional automobile and pedestrian traffic downtown.

In Fredericksburg, many longtime residents remember their downtown as a social center during the 1930s and 1940s. Men and women, wearing their Sunday best, used to promenade up and down Caroline Street, sharing the latest town news. During the late 1960s and 1970s, however, downtown became a ghost town filled with vacant, boarded-up buildings. But that began to change in the 1980s with the relocation of the visitors center from the Rte. 3 bypass to Caroline Street, the main downtown thoroughfare. In 1982, the city installed red brick streets, rewired power lines underground, erected electric lamp posts similar to old gas lights.

For years, Ron Shibley of Fredericksburg served on the local historic preservation board and in his spare time worked on his own century-old house. Encouraged by the success of the renovation of his own house, he bought a rundown building in downtown, got a loan and refurbished the structure into luxury apartments.

Shibley, who soon formed his own company, Shibley, Ehman and Co., now owns 14 buildings in downtown Fredericksburg. He is turning them into one- and two-bedroom luxury apartments and renting them for between $450 and $750 a month, rents that are geared toward attracting the newly relocated residents. His most recent project is the renovation of the 120-year-old Marbury Hotel into nine apartments. He has already leased the first floor space to a bookstore and a tea room.

"These apartments are for the young professionals," Shibley said. "They're making more money and don't want to live in just any kind of subdivisions. They want things to do within walking distance."

Hunter Greenlaw Jr., a native of Fredericksburg, said he also sees the need to provide luxury housing downtown. His company, Greenlaw Properties Ltd., is investing $9 million to turn a warehouse into 34 town houses with 110,000 square feet of office and retail space. He also plans to install an indoor pool, racquetball courts and a weight room.

"A lot of downtown was dying," Greenlaw said. "In 1973, when I bought this building, there were drunks lying around it. You don't see that anymore."

But for Eric Persson, executive director of Historic Manassas Downtown, the challenge is more than clearing away the drunks and renovating buildings.

"It's not like we're depressed with boarded-up buildings," he said. "Development has occurred around the city. Downtown has been ignored. We now have more people here open to change. And people know if you have a successful downtown, it will benefit everybody."