The steel rails slice through the woodlands, cutting a path between the trees where only the sound of birds chirping interrupts the quietof a sun-drenched Saturday afternoon.

Watch the world pass by on the other side of a train's windows, and it's clear the people who built and traveled this route a century ago knew something of making the journey itself not only painless, but a genuine pleasure to be savored.

Especially if you consider the modern-day alternatives, the highways clouded with exhaust and jammed with great masses of metal and drivers muttering things you can't print in a family newspaper.

Kenneth Pippin, an avowed train freak, spent a lot of nights thinking theold-timers had a better idea back when the rails reigned and gave birth to the little towns built hard by the tracks.

Seven years ago,he was running a trucking business, seeing to it that the freight got where it was supposed to go. But all the while, he longed to see people hopping the train again, riding the rails he used to walk as a kid on his way home from Andover High School.

So Pippin staked it all -- his house, his possessions, his remaining cash -- on his lifelong love and bought the little Baltimore & Annapolis Railroad.

Manypeople promptly decided his dreaming had triumphed over his better judgment. Actually, some weren't nearly that polite, and a few got a good laugh out of it.

Even the people who sold him the railroad wondered what possessed him to buy the decaying freight-hauling B & A. Just after signing the deal, Pippin recalls overhearing the previous owners with whom he had negotiated for more than a year.

Laughing, he remembers one of them saying: "This Pippin guy's a real lightweight. I give him and his little railroad a year."

Ken Pippin and his little railroad survived, though.

Today, the 42-year-old father oftwo is about to become a very rich man as the line that carries freight and employs six full-time workers is transformed into the state light rail system's southern spur.

The spur, with new tracks built along the right of way, is expected to carry 16,000 round-trip passengers a day after its opening next spring, resurrecting passenger service on the old B & A route that carried 2 million people a year whenit abandoned passenger service in 1950.

Negotiations over the price for the B & A track hit a snag that prompted state Mass Transit Administration officials, warning of delays, to take preliminary steps toward seeking condemnation last week. B & A responded by accusing state officials of "reneging" on earlier agreements over the price for about 6 miles of right-of-way.

But the two sides continued negotiating and are expected to reach agreement this week, several sources close to the negotiations said.

Based on previous state estimates and purchase prices for other rights-of-way along the $446 million Hunt Valley-to-Glen Burnie rail line, Pippin said he believes he should receive at least $10 million for the railroad he bought for less than$1 million in 1984.

Gov. William Donald Schaefer, a driving force behind light rail, is confident agreement will be reached in time tocomplete the southern spur by next spring, said Paul Schurick, Schaefer's press secretary. This would enable passengers to ride the trainto the Orioles home opener in their new stadium in downtown Baltimore next spring.

As county residents prepare to ride the rails once again, the restoration of passenger service is expected to forever change the face of Ferndale, one of the town's built along the tracks in the 1850s.

Inspired by light rail's impending arrival, a county revitalization plan includes more than $1 million to spruce up the commercial strip lining the tracks. The result, judging from planners' visions of Ferndale's "village center," looks more like Columbia thanFerndale ever did.

The ambitious plan, intended to serve as a model for similar restoration and face-lift efforts throughout Anne Arundel, grew out of recommendations of a committee of business owners, lawmakers, community leaders and county planners.

It calls for replacing fading facades, a mishmash of signs and buckling pavements witha landscaped, tree-lined boulevard, new wide pavements, parking, sidewalk cafes, street lights, tree planters and a light rail stop modeled after one where passengers awaited trains five decades ago.

Pippin, riding aboard a private passenger train pulled by a B & A enginefor a YMCA fund-raiser Wednesday night, surveyed the rotting wood, the cracked sidewalk that stops between businesses and the fading facades, signs and awnings.

"Is this really what we want 16,000 peoplea day to see when they ride the train into Anne Arundel County?" he asked, shaking his head in disgust.

"This is their first look," added Pippin, who also serves as president of the Greater Ferndale Improvement Association. "I think it's a matter of community pride that we can offer better."

But the plan hinges on cooperation -- and money -- from local business owners.

Some of them have resisted turning shops and restaurants that cater to a loyal working-class clientele into what one dismissed as an effort to turn Ferndale into "an upscale yuppie haven."

If Ferndale is ever to look anything like the artist's conceptions, more business owners must agree to improvements that could be paid for with 4.5 percent, 20-year county loans of up to $25,000 a business.

But of 20 targeted businesses, only one, Larkin Electric Co., has completed major facade restoration, depending on the county loan program to cover $25,000 of the cost.

Some business owners along the strip lining Baltimore & Annapolis Boulevard saythey simply can't afford to complete what they concede are long overdue improvements, because a weak economy has resulted in a sharp downturn in business.

Dennis Rogers, who owns Ashley's Restaurant, says he would like to improve the fading facade and remove all but one of the handful of signs in time for the train's arrival, when, he says, he plans to offer pre-Orioles game specials.

But, he adds, "Justbecause light rail's coming and Ken Pippin's about to make millions,doesn't mean it's as easy as just saying the improvements need to bemade and then doing it. Times are hard, and not everybody has the money to go ahead with these grand plans."

Other business owners along the strip where many have plied their trade for decades naturally pride themselves on their independence. Money aside, they say, they don't need anybody coming in and telling them what their shops should look like.

"The people on these planning committees just gotta go out to the businesses and see what the businesses want before just jamming this plan down our throats," says George Law, owner of Law Bros. Hardware.

Bristling over Pippin's public criticism of some businesses, Law adds, "I think he's so wrapped up in this for his own goodthat he isn't seeing other people have concerns, like business is terrible right now, and I'm not going to get customers coming on light rail to buy pipe anyway."

Lawmakers and community leaders hope to overcome resistance to the plan because, they say, the pilot program-- and Anne Arundel County's image among many light-rail passengers -- hang in the balance.

"There's a lot of pride and personalities here," said state Sen. Michael F. Wagner, D-Ferndale. "But we have toput differences aside and find a way to get this done.

"What matters is we're going to make the community and the county look good," adds the senator, a longtime light-rail supporter. "We're going to have flowers and street lights and cafes instead of 87 signs and a bunchof shabby-looking shops."

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