Frank Ellis leaned out of the window of his Ford Bronco and gestured anxiously at the fresh asphalt being poured before him. "Are you sure I won't hurt it?" he asked the workers. "I'm the developer."

Assured that he wouldn't, Ellis guided his vehicle over the thick, black ribbon of road that wound through the thickets of beech and oak trees clustered along the shoreline of Lake Linganore. The road soon turned to gravel, and Ellis began to point out parts of his dream. There, along the shore of the lake, will go single-family homes. Over there, where 20-foot mounds of earth are piled, will go town houses that will overlook the lake. And here, on the low-lying ground, will go a snack bar and canoe lockers.

Ellis and other developers plan to carve a city for 30,000 people -- a huge, planned community on the scale of Columbia, Md., or Reston -- out of 3,700 acres of hills surrounding the lake in Maryland's southern Frederick County. Despite the slump in the real estate market and the tight lending climate, they believe that they will achieve their goal.

Lake Linganore has been down this road before.

The developers are reviving the plans of an earlier generation of builders who began marketing Lake Linganore as a lavish recreational and retirement community in the 1960s. But those developers washed up on the shoals of the real estate collapse in the mid-1970s, and the property ended up in the hands of their lender.

With about 200 people living on the site, the property slid slowly into a state of decay, its roads, its pool and its tennis courts crumbling, as the homeowners and the lender battled among each other over how best to revive the community.

"It's been a rough road," said Alan Imhoff, who was president of Lake Linganore's homeowners' association for six years. "There's been ups and downs."

One battle Lake Linganore faces in the present is living down its turbulent past. Because some parcels of the project's land have passed through so many hands, some Frederick County residents have come to view plans for Lake Linganore with a certain amount of skepticism.

"That place has an unbelievable history of problems," said a lawyer who has been involved in past legal battles. And, in an echo of the past, Lake Linganore once again faces a slumping real estate market as the ripples from the downturn in the closer-in suburbs have touched Frederick County.

Lake Linganore originally was conceived as a planned recreational community, with a 250-acre man-made lake, a golf course, recreation center, swimming pools and tennis courts -- amid almost 4,000 acres of lakes, streams and tree-covered hills and valleys. The project was the brainchild of Frederick County developers J. William Brosius and his brother, Louie, who staked their personal wealth and their reputations on the project.

With an elaborate promotional effort, the Brosius brothers sold more than 1,600 lots in the sprawling development from 1968 through 1973 to Baltimore and Washington residents longing for a second home in a tranquil, rustic environment. The developers' efforts to conserve the natural surroundings of Lake Linganore, by sharply restricting the cutting of trees and ruling out the mass grading of the hilly terrain, won them several environmental awards.

Buyers flocked to the site, enticed by magazine and radio ads urging them to live "the love story of Lake Linganore -- where you write the ending." Sometimes a dozen lots a day were sold. The Brosius brothers even sold tiny lots, only 30 feet across, that were designed to hold a tent. The buying reached a fever pitch when lakeside lots sold for $40,000 or more.

"They marketed it very well," said Imhoff, who paid $6,500 for a quarter-acre lot in 1971 that had no amenities. The lake and golf course, swimming pool and tennis courts were built, but only a few miles of construction roads wound through the property, and most lots had no access to sewer and water lines. Property owners were assured that those necessities would come later. Houses started going on up some lots, and a few families moved in.

But abruptly, the Lake Linganore "love story" turned sour. As the gasoline crisis and skyrocketing interest rates combined to pummel the real estate market nationwide, Lake Linganore's sales dried up in the 1970s. Unable to service their $6 million debt on the project, the Brosius brothers went bankrupt.

Their lender, First Mortgage Investors of Miami, foreclosed on the project in 1977. While more than 1,600 lots had been sold, only 81 houses had been built.

The 200 residents living at Lake Linganore and the lender were left to cope with the upkeep on the lake, the swimming pool, the community center and the tennis courts, as well as the crumbling roads.

By all accounts, it was a difficult time for Lake Linganore. Property values plunged: Some sites were sold at auction for less than $500. Members of the Lake Linganore homeowners association battled each other and the lender in and out of court over various issues, including FMI's refusal to upgrade the inadequate sewage system so that more development could take place.

"There was a sense of everybody taking their own corner and exercising the power they had or didn't have," said Ellis, who bought his first piece of property in Lake Linganore in 1979.

But interest in the project began to revive in 1983 when the county took over the water and sewage system and began to expand it. FMI sold off chunks of the Lake Linganore project to several developers, including Ellis, who purchased 11 more acres. Then, in 1986, Ellis purchased 1,100 acres of the project for about $2 million, giving him a 70 percent stake in the project.

Since then, the pace of development has increased. More than 600 homes have been built on the site in the last five years, and the pace continues to accelerate. Last year, 14 builders sold 250 homes. In the dense woods that grew undisturbed for a decade, bulldozers and caterpillars now roar.

Ellis, who took on three partners in September, has stayed with the Brosius brothers' original plans to allow the land's natural beauty to dominate the landscape. Houses are being built on the steep hillsides through the development, and some remain hidden behind the towering hickories and poplars. Like many planned communities, lot sizes are small and space is being devoted to parks and recreational areas.

"We are not mass grading," Ellis said. "We do not believe in that. The parcel is too lovely to do that."

Relations between developers and the longtime property owners have smoothed after the acrimony of the past.

"I sense a new spirit of cooperation there instead of everybody scrambling for their own piece of the high ground," said Clark Tyler, senior vice president of John Forstmann Co., which bought the community's country club and golf course last year for $7.5 million. The company plans to build upscale homes on 250 acres surrounding the golf course. "People seem to be interested in making something happen even if it's an uphill battle in some cases," Tyler said.

One battle Lake Linganore faces is slowing home sales: Its sales are down 14 percent from last year, according to the Frederick County Association of Realtors. And while a record 2,900 building permits were issued in the county last year, Frederick County Zoning Administrator Michael Thompson expects that number to drop back to between 2,000 and 2,500 this year.

Ellis argued that, unlike in the past, a home-sales slowdown won't spell disaster for Lake Linganore. Because he paid only $2 million for the site, his group needs to sell only 80 lots a year to break even on the project, he said. "We're not screaming because of the underlying debt," he said.

This time, Lake Linganore's buyers are permanent residents, not second-home buyers who are more apt to drop out of deals in an economic slowdown. Plus, Ellis said, Lake Linganore's amenities appeal to first-time home buyers who can buy a $90,000 town house or a $135,000 single-family house in the community and with it get the recreational facilities.

"There has been a tremendous acceptance of it even though it has its drawbacks in relation to other areas," said Rocky Mackintosh, president of Mackintosh Inc. Realtors, the largest realty firm in Frederick County. He cited the community's roads, many of which are still badly in need of repair. "In spite of all that, the concept that Bill and Lou Brosius came up with in the late '60s and the early '70s is still a draw."

Some of Lake Linganore's longtime property owners have mixed feelings about the revival of development at the site. They miss the tranquillity, and they're still bitter about the battles of the past. At the same time, many of the original lot owners will have to pay to replace their crumbling roads out of their own pocket, while the newer portions of the community are getting new roads paid for by the developers.

The Maryland General Assembly recently passed legislation allowing the residents to form a tax district to raise revenue to rebuild the roads. The construction could cost property owners from $4,000 to $8,000 each for roads that they should have received when they bought their property in the first place. "It's double jeopardy," grumbled one longtime homeowner, who asked not to be identified. "We're going to have to pay again."

On the other hand, longtime land owners' property values have climbed back up from the basement. Lakeside lots are now selling for up to $120,000. In Lake Linganore's heyday, lakeside lots sold for $40,000 but then slumped to less than $5,000 after the development went bankrupt.

Dotti Kuhrmann, a retired school-bus driver who bought a hilltop lot at Lake Linganore 11 years ago during the depths of its slump and built a three-bedroom house on the site, has benefited financially from the current construction boom. Kuhrmann is paying for her retirement by buying and selling lots. She said she has just sold a lakeside lot for $90,000 that she bought six weeks ago for $42,000.

"It's made a very good living for me," she said.

Said former homeowners association president Imhoff: "I'm confident that it'll be an interesting place to be in 10 years."