A country mile from the heart of Charles Town, W.Va., a community of 3,200 homes is rising on a former apple orchard. Through the magic of annexation, its 996 acres are inside the city limits of "historic Charles Town."

Huntfield, as it's called, is the largest of the new subdivisions to appear in the inexorable pincer movement of suburbia encircling Charles Town. When completed, it will quadruple the town's housing stock of 1,000 and cause its present population of 3,132 to soar.

Steeped in history, this West Virginia Panhandle city is groping its way into a future of growth that will dramatically transform the town where more than 70 members of George Washington's family are buried and where abolitionist John Brown was tried and hanged.

"It's very contentious. We don't want to be another Loudoun -- too much growth, too much too fast, too much traffic, taxes," said Randy Hilton, a Baltimorean who moved to Charles Town 29 years ago, commuted by train to Rockville for work for many years and served as the town's part-time mayor for nine years, until June 1.

But Hilton, who lives with his wife, Vicky, in an 1897 bank president's house in the older part of town, sees both sides. "Change is going to happen," he said. "These people [farmers] have property rights."

On a much smaller scale, Charles Town -- 65 miles and an hour's drive from Washington -- has been a metropolitan magnet for years, attracting city dwellers who, as did Hilton, continue to commute. The Jefferson County seat is also a gaming mecca, with more than 3,800 slot machines luring gamblers to the Charles Town Races & Slots just outside the city limits.

For many years, before the slots and the subdivisions that are increasingly changing the landscape, the town was largely a small Upper Shenandoah Valley community whose leading citizens were "orchardists."

That's all changed in a generation. Development pressures have only accelerated as neighboring Loudoun County in Virginia sought to impose building limits. Earlier this year, a judge lifted those restrictions in Loudoun, whose population has nearly tripled in a decade to 250,000. Jefferson County's population is 48,000 -- and growing.

"I just hate to see all the farms turned into housing developments," said Robin Huyett, part of an old-line Charles Town family. "I always thought the mountain would keep the development out, but obviously it hasn't."

"Charles Town and Jefferson County are booming," said Carol Kable, a native of the area and a real estate broker, "mainly because we're the next county over from Loudoun and the prices [there] have escalated, so they're moving over into our area."

In Charles Town, growth is cautiously welcomed as long as it is "controlled," just about everyone agrees. But that means different things to different people. With neighboring Ranson, Charles Town has agreed to annexation requests in the hope that increasing the tax base will help pay for the increased services that growth requires.

But Charles Town's overloaded sewer system forced the city into a building moratorium, soon to be lifted with a sewage plant expansion. Revenue bonds for the project are being guaranteed by Greenvest LC, the Vienna-based developer of Huntfield. Greenvest also developed Cameron Station in Alexandria, and it has proposed a 15,000-unit community in Loudoun near Dulles International Airport.

In recent town elections to replace three city council members and Hilton, who chose not to seek another term, growth was the major issue. With 581 votes cast, a pro-growth slate swept into office, with campaign contributions from developers, most notably from Greenvest.

Jim Duszynski, Greenvest's chief executive, makes no apologies. "We certainly did support them," he said. "All land use is political, and every political race in the region and nationally has significant focus on issue of growth. As developers involved with the growth issues, politics and our business become very intertwined."

New mayor and lifelong county resident Peggy Smith makes no apologies, either. As a local banker, she has "done most of the construction lending for this county," she said, so naturally she had builders' support.

But with the growth and appreciation, she said, "My concern is for the local people that actually work here. Their children are not going to be able to afford a home. It's going to be hard for them to afford anything."

So far, houses in Huntfield are mostly in the $300,000-to-$400,000 range, and the 150 completed homes are inhabited mostly by newcomers to town, including one of the newly elected town council members. There are about 50 more under construction. When it is built out, Huntfield will have 1,900 detached houses, 900 townhouses, 400 rental apartments or condo units and 200,000 square feet of retail and commercial space. As part of its deal with the town, the developer dedicated 75 acres for schools -- and in return is receiving a hefty credit against builder impact fees.

"Huntfield's a great commuter location to live luxuriously and have everything located near you," said Anna Stead, a Charles Town real estate agent. By contrast, she said, "Downtown is charming. It's quaint and [an] everyone-knows-your-name kind of place."

Duszynski, who spent six years as project manager for Kentlands -- the neo-traditional subdivision in Montgomery County -- said his company is attempting to create a similar environment in Charles Town. Huntfield homes have front porches, white picket fences, rear-entry garages, modest lots and sidewalks, creating the look of a Norman Rockwell streetscape. It's an idyllic vision of America's small-town past on the outskirts of an honest-to-goodness small town.

Huntfield has a village green and downsized versions of the Washington Monument and Jefferson Memorial. Its marketing center also serves as a museum, with displays highlighting the history of Charles Town.

"We're enamored with the small-town feel -- the sidewalks and parks that give us a sense of community," said Sharon Boston in a Huntfield promotional brochure. Sharon, her husband, Wally, and their young twins became Huntfield's first residents in April 2004.

But now real estate agent Stead is marketing the four-bedroom brick Colonial for which the Bostons paid $375,000 last year at $549,000. The family plans to move back to Howard County, where they had previously lived, so they can send the twins to a private school in Baltimore that Wally Boston attended.

"We love it out here," Wally Boston said, "but private school is the sort of choice you have to make at a certain point in time. We never sold our Howard County house. We bought this as a second house. I may end up keeping it. We put it on the market simply because we had so many Realtors inquiring."

Once completed, the Huntfield development will quadruple the housing stock in tiny Charles Town on West Virginia's Panhandle.Town resident and former part-time mayor Randy Hilton says growth is a contentious issue.