Longtime residents of rural Clifton tell of the real estate developer who rode a white Cadillac convertible into town more than 20 years ago, determined to deliver the village from its dilapidation.

The secluded community had grown up in southwest Fairfax County where Popes Head Creek and the Orange and Alexandria Railroad wind toward Bull Run. But the trains had not stopped there since 1938, and most of the 60 or so homes clustered on Clifton's quarter square mile had lapsed into a neglected old age.

Developer A. Frank Krause Jr. saw prosperity beyond the peeling picket fences and began buying property. He drafted plans to transform Clifton into a tourist attraction of Victorian storefronts and restored Colonial side streets buttressed by blocks of new town houses.

The people of Clifton briefly shared Krause's dream before waking to the realization that they liked things the way they were, the way they always had been, give or take a few home improvements. Some say the outsider in the fancy car might have hit fewer political potholes if he had driven a rusty Ford pickup truck, but most believe it now would take a battalion of bulldozers to separate Clifton from its past.

Today, this town of about 225 remains an anomaly amid the county's suburban sprawl, where residents hold the upper hand in the struggle to keep "progress" at bay.

"They call it the Brigadoon of Virginia. It's like a step back in time," said Bonnie Chinnici, whose family lives in Clifton's oldest house, an enlarged 1850 cabin. "If somebody's looking for a quiet spot in a very busy world, I think Clifton is it."

A visitor might appraise Clifton as a backwater that time never overtook. A closer look reveals that the town has taken pains to cultivate that appearance.

While Krause's architectural models collect dust along with other local relics in Clifton's musty town hall, the restoration he began has blossomed. Young professional couples have moved to Clifton and rescued turn-of-the-century houses from the brink of decay. Whitewashed fences border well-kept yards, rope swings hang from ancient beech boughs, and colorful plaques describe points of historic interest. Residents brim with civic pride.

The newcomers say they moved to Clifton to recapture a quaint, small-town way of life, forsaking fast food stands for country traditions many thought extinct. They nurtured a close-knit community where neighbors look after each other's children and volunteerism thrives.

"It somehow reminds them of their childhood -- someplace they lived in or someplace they envisioned as the perfect place to grow up," said Fran Morgan, a local real estate agent.

There are few businesses in town, and residents generally commute to work in Washington or Fairfax County's commercial centers. In the evening, twisting country roads carry them past horse pastures and over rolling hills, returning them to a rhythm of quilting clubs and potluck suppers.

The trains that sustained this outpost in its earlier heyday rumble through the countryside several times a day.

"When you come across the railroad tracks, you turn into a different person. You just leave the big city in the back of your mind," said Mayor Wayne Nickum, an Internal Revenue Service employe who won his office by a vote of 46 to 33 in 1982.

Attired in sweat pants, a Clifton T-shirt, and a train engineer's cap one autumn Sunday, the mayor conducted a tour of his jurisdiction. Highlights include the gazebo several of the townspeople helped build on the children's playground, the wooded campground a local eminence bequeathed to Clifton, the post office that does not deliver door to door, and the sewage pumping station, where one of the town's "honey trucks" collects Clifton's waste for treatment elsewhere. The so-called pump-and-haul system permits no new linkups and serves as the main obstacle to construction within the town limits, Nickum explained.

Once a year, thousands of visitors fill Clifton's don't-blink-or-you'll-miss-it downtown to celebrate Clifton Day, which features a giant flea market and a Southern barbecue.

But Clifton plays host to outsiders year-round, and while many of them are invited guests, others are unwelcome intruders.

The welcome strangers browse in Clifton's antique shops and boutiques. They stroll through the streets, pausing to inspect the historic homes, and they come to dine at two local restaurants.

The stately Clifton Hotel, which had fallen into abandoned disrepair, was recently refurbished and converted into an elegant French restaurant, the Hermitage. The other restaurant, the Heart in Hand, where columnist George Will occasionally dines with Nancy Reagan, is considered Clifton's strongest magnet.

Five years ago, when Travis and Suzanne Worsham opened the Heart in Hand in the red and white building that was once Buckley's Inn, "there was just nobody coming out this way," Travis Worsham recalls. "Every business that had been in this building had failed." Now, on an average Sunday, 300 people will sample Suzanne Worsham's Southern cooking.

They wear dresses and three-piece suits, park their Lincolns and Mercedes beside the train tracks, and stop for fuel at the pumps in front of the general store. They share the roads with local equestrians.

In contrast, Clifton's uninvited guests are just passing through -- during the morning and evening rush hours. Clifton Road, the village main street, offers a convenient shortcut for commuters and construction workers driving between Manassas and Centreville and other points north. The bridge that spans the creek at the north end of town is being widened to ease milelong backups that residents call their worst local problem.

"When we first moved out here, three or four cars would go by on Clifton Road in a few hours. Now it takes my husband five minutes to turn out of the driveway in the morning," said Jann Aanestad, who has lived on the outskirts of the town for three years.

Residents see the traffic as a sign that Clifton will not remain unaffected by growth in surrounding areas, but they believe Clifton has the means to resist change from within. In addition to sewer limitations and an architectural review board created in the 1960s, the town's hard-won status as a national historic landmark provides a bulwark against development, they say.

Nevertheless, some worry that economic pressures could weaken the town's resolve. Real estate values are rising dramatically in the tight local market. Clifton residents wonder whether inflated prices will prompt widespread property turnover.

The Chinnicis, who bought their house last year for about $270,000, are in the process of selling it because George Chinnici's company transferred him. When the sale is completed, the Chinnicis expect to fetch about $320,000, Bonnie Chinnici said.

A couple of residential properties are currently on the market. Residents expect the sellers to seek conversion to commercial use and are watching anxiously to see how the town government responds.

As Clifton clings to the status quo, construction crews gradually are changing the landscape just beyond its corporate limits. Wealthy buyers are building their dream homes in the woods and open spaces of the Occoquan watershed, which is zoned for five-acre subdivisions. Vacant lots sell for as much as $265,000, and some estates cost upwards of $1 million.

The protective zoning ensures that development will not bring congestion, but local observers expect few large tracts of land to remain intact over the long run. J. Gordon Kincheloe's ancestors owned land outside Clifton in the 1770s and settled there before the Civil War. Kincheloe, who raised his children on Kincheloe Road, is subdividing a portion of his property, they note.

Others view new construction warily and say they will preserve what they have. Kenward Harris, whose rustic contemporary home sits on 25 acres, praises the shape development is taking but laments that it is happening at all. He fears for the future of the local fox hunt and regrets that horse trails no longer meander uninterrupted through the forests and fields.

"It's a damn shame when things have gotten so bad that you have to see another light through the woods," Harris said. "And today, I can see two lights.