There are those who are drawn to Virginia's Blue Ridge foothills for pursuits such as fox-hunting and steeplechasing.

Wendy Duling is not among them. The small towns that still dot western Loudoun County just seemed like places where she could get to know her neighbors.

Duling, 53, had become disenchanted with her 60-hour workweek and the lengthy, unpredictable commute to Washington from her home in southern Fairfax County. So when the federal agency where she worked offered her early-out retirement in 1997, she jumped at it. Not much later, she traded in her 10-year-old custom-built ersatz Colonial for the real thing: a sunny, 200-year-old white stucco house in the historic village of Middleburg. The 5,000-square-foot building had served as both a school and taproom and recently was designated the town's oldest house.

"I just fell in love with the history of the house, and Middleburg was like stepping back in time," she said. "You walk down the street and people know your name. It's like Mayberry."

Duling quickly integrated herself into the community, signing on as a volunteer at Middleburg's information center, affectionately known as the Pink Box, and working with local charities. She also is part of an "old house group" that meets occasionally to share home maintenance tips.

And as she hoped, she quickly befriended several of her neighbors, with whom she socializes often.

"Retiring here is the best thing I ever did," Duling said.

Middleburg, 45 miles west of the District, was founded in the late 1700s and named for its location midway between Alexandria and Winchester on the Ashby Gap Turnpike, now Route 50. Confederate fighter John Singleton Mosby used the town as his headquarters and, according to local lore, hid his horse in the lower level of a building to prevent Union soldiers from confiscating it.

To be sure, horses, and the wealthy people who love them, have left a distinct hoof print on the town. Businesses with names such as the Red Fox Inn and the Thrill of the Hunt pay homage to the beloved local pastime. But there are more subtle markers, too. One local benefactor set up the National Sporting Library in town, dedicated to fox-hunting and other field sports. Another set aside land for a park for steeplechases -- races where horses jump fences. A pavilion outside the Pink Box is dedicated to the memory of Jackie Kennedy Onassis, a onetime Middleburg resident and hunt enthusiast.

But for all the town's upper-crust trappings, residents say the widely held view that Middleburg is nothing but a haven for the hoity-toity is inaccurate. The horsy set mostly live on the farms and estates outside the town's limits and just come into the village to pick up their mail, according to town council member Catherine "Bundles" Murdock, a fourth-generation townie.

"A few people in town ride, but not many," she said.

With jobs scarce in Middleburg, many residents drive an hour or more in rush hour to work in Washington or Winchester. In that respect, lifelong resident Betsy Davis and her family members are lucky -- they have been able to find work closer in. After serving for 20 years as a medic with the Middleburg Rescue Squad, Davis now helps her mother, Nancy Allen, run the Fun Shop, a variety store Allen opened in 1956. Davis's father, Howard Allen, 84, a semiretired professional photographer, keeps a storefront studio next door to the shop. Her husband, Mark Davis, is a police officer in nearby Leesburg.

Work, however, is what brought Jonathan Cook to Middleburg. A literary scholar, he moved from the District three years ago to teach at a nearby girls' school. His only point of reference for the town before then was Melville's poem "The Scout Toward Aldie," about Mosby's exploits in the next town over.

Cook, who rents an apartment in Duling's basement, says he appreciates the area's beauty and his eight-minute commute. But there are still some aspects of small town life that have taken some getting used to.

"There's no real outlet for meeting people. The one place where you could mix with people closed. I guess if you're really desperate you can go to Sterling," he said, making an ironic reference to the slightly larger, but considerably more developed, town 25 minutes away.

Cheryl Hall experienced a similar culture shock in 1983 when she and her husband bought a 55-acre farm in Unison, a dell five miles outside Middleburg. At the time, Hall was dismayed to learn Middleburg didn't have a public library.

"We had to rely on this bookmobile that would drive up," she said. "It blew my mind."

Middleburg has since acquired a permanent public library. But it still lacks some of the conveniences people living in a larger place take for granted.

"It would be nice if there were the kind of store where you could buy underwear," concedes Murdock. "But there's not enough traffic and the rents are so high. Plus the Wal-Marts have taken care of that."

Hall, who runs a nonprofit foundation and often drives to Washington for business, says she can stock up elsewhere if she needs to. But like many locals, she prefers to patronize Middleburg merchants when she can. A new organic butcher shop, opened as a sideline by Cisco Systems magnate Sandy Lerner, is a welcome addition to the town's decidedly dowdy Safeway, although it is strictly top-dollar and impractical for everyday shopping.

"I told my kids I paid $200 for a standing rib roast for the holidays and they thought I'd gone mad," she said.

While change in Middleburg over the years has generally been gradual, many believe those days are over. Last fall businesswoman Sheila Johnson, co-founder of Black Entertainment Television, got the go-ahead from Loudoun County officials to build the Salamander Inn and Spa, a luxury resort on a 340-acre parcel of land just outside Middleburg's town limits. Slated to open in 2006, the inn is zoned to accommodate no more than 120 guests, but planners estimate it could bring in an additional 600 cars a day, town manager Mike Casey said.

Many Middleburg residents continue to oppose Salamander, even though construction is well underway. Preservationists fear it will attract hordes and cause traffic tangles on the town's narrow streets. But this epic battle between pro-growth and no-growth advocates has a twist: The town is in dire need of a new waste water treatment facility and is facing a $3.5 million assessment that would cost each of the 650 residents tens of thousands in additional taxes.

Johnson, in the meantime, plans to build a dedicated sewage facility for the resort. Some locals hope that she and the town might strike a deal whereby Salamander would process the town's waste and save them at least some of the cost of building the town's own plant. Talks are going on, but many residents say they are concerned that such a deal will place the town in the uncomfortable position of being beholden to Salamander.

"It just seems like there has to be a better way," said Hall. "Johnson wants to make Middleburg a tourist destination. But this is not a project that is in keeping with a small town. I think it will change the character of the town forever, and not for the better."

Wendy Duling moved from Fairfax County and immersed herself in Middleburg's village life.