When Pepper Langley was a youngster half a century ago, almost everyone in this town made some part of his living off the water.

"Oh, everybody had a boat back then," said Langley, who works as a master woodcarver these days. "They'd crab in the summer, oyster in the winter and carry parties when the fishing was good. If they weren't working on the water, they were building boats in the shipyards."

Ten years ago, a ride down the main drag of Solomons, which lies at the mouth of the Patuxent River 60 miles from Washington, was a ride between mountains of oyster shells, leavings from the shucking house.

But the shucking house is gone. The shells have been leveled. There are parking lots along the water.

Carl Barrett remembers the crab business he and his father ran on a creek. He has a picture of it on his wall -- Daniel Barrett and Sons, with a screened porch for the steaming room and some shedding bins in the back for soft crabs. There was a great room in the middle where the workers picked out the crab meat.

"We'd grind up all the shells, dry them out so they didn't smell and sell them to the farmers to stretch out the chicken feed," he said. Today, the crab house is gone, and Barrett runs a little roadside crab business on Route 4. Whole crabs only. "We can't get anyone to pick them anymore."

A decade ago, Bunky's Tackle Shop was a thriving business. Outside on the docks eight charter boats sat at the ready, and every decent day from May to December they were on the water, carrying city folk after striped bass and bluefish and spot and croakers.

Today there are only three charter boats at Bunky's pier, and many days they sit idle. The tackle shop is due to be closed. There are only seven or eight charter boats in all working out of Solomons, compared to 26 a decade ago.

"When I was a boy," said Bunky Hipple, 44, "there was one sailboat in Solomons and he had to ask permission to put it in the water."

But today one of the more prosperous businesses in Solomons is Zahnisers Yacht Yard, and Skip Zahniser says of all the hundreds of boats he has at slips there, only one is a power boat. Sailing is in. Workboats are out.

Solomons is flying on the wings of change. Once it was a haven for hard-working watermen, a quiet place at the end of a road to nowhere.

Once there were hundreds of islanders who made their living off the water. Today, according to Langley, "I doubt there's a dozen left."

This is not a tale of woe. If anything, the people of Solomons are doing better now than they ever have. But it's a different life. A life of day jobs across the new bridge over the Patuxent to Lexington Park; a job behind the desk of a motel like Hipple's Island Manor, which is practically always full; a job in the new Calvert Museum or tending at the Tiki bar, where the crowds overflow even on weeknights.

Solomons, according to the people who have lived there for generations, is working on becoming the Chesapeake's next Annapolis -- a tourist town."

"The only thing holding us back now is sewerage," said Hipple, who considers himself the unofficial mayor of Solomons, which as an unincorporated town has no elected officials.

The town still operates on septic tanks and wells, and much of the low land won't "perk" for housing development.

Solomons has had a bid in with the county for a sewage system for almost 30 years, according to local people. When and if the system ever materializes they see skyrocketing land values, massive construction and a solidification of the new way of life in and around Solomons.

"It's the closest deep-water port to Washington with unlimited potential for growth," said Zahniser. He waved a hand across the water from his busy boatyard to the 117 acres of crumbling Calvert Marina, which is expected to be the first place to fall to the developers once sewerage is in.

Zahniser and Hipple agree that whatever happens to the beautiful piece of marina land bordered on both sides by water and now up for sale will set the tone for the future of Solomons. Condominiums is what they expect.

Once life on Solomons revolved around the seasonal ebb and flow of crabs, the arrival of oystering season, and the spawning migration of striped bass.

But the oysters are running thin; the crabs are harder to find; the stripers have almost disappeared.

"The river isn't what it was," Langley said. "It used to be you could go out on a boat and see the crabs six feet down and dip 'em out -- five barrels a day. But the water's muddy now. You have to trotline to catch 'em."

And that's hard work. Oyster tonging is, too. It's easier to get a day job. And the music to which Solomons dances these days begins on Friday afternoon, when the tourists descend on town to drink at the Tiki bar or pile in to Zahnisers to use their sailboats.

The beautiful new Calvert Museum probably shows it best.

It's full of the tools and artifacts of watermen's lives -- oyster tongs and crab pots and old log canoes; photographs of hard-working men, their faces chiseled by time and tide, the cold and the sea.

That's what they are now -- artifacts, relics of a dying age.