Like a doting mother who measures her child's growth spurts with faded pencil marks on the kitchen door frame, Catherine Classen can point to the specific, watershed moments that transformed her tiny community into a place she no longer recognizes.

"Let me roll back the film in my mind," she says, trailing off, rewinding more than 30 years' worth of memories.

There was the year local schools stopped letting farm kids out to help with seasonal tobacco planting and harvesting.

The closing of the old waterfront hotel.

The summer the general store stopped being a true general store, no longer selling cans of varnish and buckets of nails and painters' dungarees.

The first subdivision on the edge of the southern Anne Arundel town.

The gas stations where you had to pay before pumping.

And finally, about five years ago, the first stoplight.

"You should have heard the buzz over that dumb light," Classen says. "That was the beginning of the end."

Like other people in rapidly developing counties, Classen bemoans big development in Anne Arundel County and what it has wrought in quiet places like Shady Side. But unlike most of the folks who complain -- yet stick around anyway -- Classen is pulling up roots: She's heading south, leaving before the strip malls get closer.

"In life, we have three options," she says, sounding both resigned and a little bitter. "We can accept the change. We can fight the change. Or we can find a place that suits better."

Last week, sitting on the rambling front porch of her old farmhouse, the organic farmer took off her straw hat, wiped her dirty hands on her even dirtier jeans, and resigned herself to the inevitable.

"There's no turning back," she says. "It's time for me to go."

People around Shady Side talk about seeing the writing on the wall when it comes to development.

Situated on a wooded peninsula jutting into the Chesapeake Bay, the town has become hot real estate for people looking for a reasonable commute to Baltimore, Annapolis or Washington.

One local real estate agent, Norma Courtois, says annual home sales have more than doubled in the past decade.

Sometimes, Courtois says, a house doesn't even stay on the market for a day. "It's a brisk market, to say the least."

Shady Side is growing so fast that no one knows its population. In the '60s, the town had about 1,500 year-round residents. In the '80s, the number jumped to more than 4,000.

Now, depending on where you draw the town's boundaries -- at the old village edge or past the new subdivisions -- Shady Side nears the 7,000 mark.

Predictably, new problems have followed new residents.

Entering Shady Side, the first thing motorists see are the white roadside crosses every few hundred yards. The increased traffic on the only thoroughfare leading in and out of town has led to a rash of accidents, and statistics show that someone dies on Shady Side Road nearly every 130 days.

The second thing visitors spot is a giant, block-lettered sign that reads, "Drugs will not be tolerated in our community." They might not be tolerated, but they are certainly there. One street in Shady Side -- Scott Town Road -- has a thriving drug market. County police have cracked down in recent years, and a local pastor spends one night a week patrolling the area, ordering dealers to shape up, get religion or get out of town.

The anti-development placards are the third telltale sign of the times on the trip into Shady Side: "Bigger is not better."

The fourth view driving into town sums it up: the multimillion-dollar subdivision West River Estates directly across the road from a tobacco farm and a horse ranch.

The southern Anne Arundel County town is hardly unique. Across the country, little towns are increasingly accessible to big cities, thanks to freeways and beltways and expressways. "Urban sprawl" has become the buzzword of the '90s.

The population of Mesquite, Nev., outside Las Vegas, is growing at more than 30 percent a year. The town -- which had one paved road seven years ago -- now has about 13,000 residents. Southold, N.Y., at the eastern tip of Long Island, is trying to ward off New York City sprawl by placing thousands of acres of farmland into a preservation program, blocking the development of about 2,800 new homes.

"I don't know all the details of this Shady Side place," said Tom Guterbock, a professor of sociology at the University of Virginia who studies how rapid growth affects communities. "But I can tell you that it isn't alone in its issues and concerns."

Classen isn't simply worried that Shady Side Road has a rush hour, or that her farm has a view of two new homes, or that she doesn't know half her neighbors by their first names anymore.

She is more worried about the things Shady Side seems to have lost.

"People don't act as neighborly anymore," she says. "And I'm part of that problem, I'll admit. So many of us have pulled back. We don't deliver the pot of soup anymore or stop over unannounced. The atmosphere has just changed."

Guterbock, the sociologist, said that people often grieve about a lost "sense of community" when their hamlets start to grow.

"It's hard to tell how much of that is real or just a perception," he said. "More often than the loss of community, I think there is a shift in community. Maybe the acts of neighboring just take different forms."

The soccer moms in their suburbs tend to get together, Guterbock said. The old-time residents don't see that, aren't a part of it, and assume those signs of neighborliness have died.

Newcomers might form associations, clubs and churches instead of joining existing ones -- simple acts that leave longtime locals feeling left out and a little snubbed.

"The most important part of community is the sense of security it provides," Guterbock says. "And the longtime residents often end up feeling like the new residents just see them as some unimportant old-timers in pickup trucks, and that disrupts their sense of security and of being an important addition to their community. They begin to feel invisible."

Another University of Virginia professor, Daphne Spain, has studied the rifts that form between longtime residents and newcomers in rapidly developing towns like Shady Side. Friction is not uncommon. Spain has dubbed the phenomenon "Been Heres vs. Come Heres."

Classen, who has owned Two Hollies Farm for almost a decade and sells organic fruits, vegetables and plants mainly to locals, doesn't analyze the sociology of Shady Side's evolution. She just knows that the town is not the place she decided to make home in the mid-1960s. She knows she wants to find a place -- maybe in one of the Carolinas -- where life is slow, traffic is slower, and development is slowest of all.

"I'm a small-town girl," she says, fiddling with the rim of her straw hat, preparing for her twice-a-day cutting of the booming asparagus crop.

She thinks about it:

"I want to sit on a front porch and not see any cars go by."

Thinks some more:

"I want to know my neighbors."

Settles on a simple explanation:

"I don't want to think about stoplights or new subdivisions anymore."

Classen will go looking for neighbors who are small-town farm folks like herself. Folks who know about sweet corn seasons and making casseroles for sick neighbors. Folks who work where they live, instead of commuting to a place with a beltway.

In the end, she might contribute to Shady Side's changing landscape on her way out of town.

The for-sale sign at Two Hollies Farm went up two weeks ago. One potential out-of-town buyer has stopped to look at the property, which is large enough to hold a couple more homes.

"I used to say I would only sell to a nice person who wanted to use this farm to grow things and live simply," Classen says. "I was going to be really careful about that. But now, I just want out. I'm selling to anyone who will pay the right price."

Pub Date: 4/16/99