Wilson watched bulldozers cross the land, reshaping the uneven ground into an expansive planned community, one of many planned south of Punta Gorda, in Burnt Store.

"I know change is inevitable, but I never imagined something like this," Wilson said in a smooth Southern drawl.

Much has been predicted about the impending wave of development along Burnt Store Road in southern Charlotte County, but until recently, there was little visual evidence of a boom.

That changed earlier this year when Lennar Communities began construction on Tern Bay, a golf course community that sits directly across the street from Wilson's family farm.

Tern Bay Phases I and II are among at least nine developments planned for the Burnt Store corridor, despite the recent downturn in real estate values. In all, more than 2,800 housing units are planned on 1,100 acres.

And that's just the beginning.

Developers own thousands more acres in the area. One of the largest, Bonita Bay Group, has yet to pitch its proposal for 950 acres in Burnt Store.

But even the promise of development has increased property values along Burnt Store Road and many long-time residents are cashing in, creating a domino effect as more and more small land owners sell out to developers.

That cascade means even more growth in the future, a prospect that excites some and angers others.

"If we wanted to live in the city, we would have," said Wilson's mother, Mildred Wells. "Now it looks like the city is coming to us."

The family decided to sell the 80-acre farm where they have grazed cattle for more than a century after they saw Tern Bay rising in a cloud of dust that blankets their home on a windy day.

Wells knows that Tern Bay's soon-to-be gated entrance, manicured lawns and upscale homes are a sign of things to come in Burnt Store.

Her neighbors, most of them small farmers with cattle, flower farms and orange groves, already have sold to developers.

"For Sale" signs like Wells' began appearing up and down Burnt Store Road shortly after Tern Bay started construction, according to Noreen McCarthy, a real estate agent who has worked in the area since 1997.

"Before, it was all just a bunch of plans," McCarthy said. "Now people can actually see the change coming and they realize the value of their property."

Burnt Store Road runs parallel to Charlotte Harbor, between U.S. 41 and the water. The land's close proximity to the water made it more and more valuable as other coastal areas became more crowded and expensive.

In 2005, property owners worked with Charlotte County to create the Burnt Store Area Plan, a blueprint for future growth in the 22,000-acre swath of land. The developers pressured the county to loosen restrictions that allowed for just one house on every 10 acres of land.

The plan did rezone the agricultural land to residential, and it established a system that forces developers to help pay to improve roads, sewers and drainage systems.

"It required the developers to look at the area as a whole and not just their individual projects," said Todd Rebol, an engineer for three developments in the Burnt Store area.

The plan was adopted in 2005. "It seems to be running smoothly," said Charlotte County planner Martina Kuche.

Improvements to the narrow and pot hole-ridden Burnt Store Road are a major component of the plan.

Last week, the county approved spending $39 million to widen the road from two to four lanes, a project partly funded by assessments on development in the area. It is set to begin in 2007.

Area residents have questioned why projects such as Tern Bay have been allowed to move forward before the road widening work begins in 2007.

Marianne Foss travels Burnt Store Road on her way to work. Last week, she and Wilson discussed the road's congestion while picking out a boxer puppy from Wilson's kennel.

"The road is already crazy," Foss said.

"When all this stuff goes in, the traffic will be unbelievable."

Traffic is one reason Wilson's family is moving. During peak traffic, she has waited a half-hour just to cross the road.

But the main reason her family plans to sell the farm is because they consider themselves country folk, evident in the calf-high rubber boots Wilson wears to do chores and the piles of old tools and tractor parts in a tin shed.

And Burnt Store Road is no longer in the country.

Lennar plans to build 1,800 housing units in Tern Bay alone, along with a 27-hole golf course and an elegant clubhouse, amenities that seem at odds with the cow pastures, orchard, vegetable garden and dog kennel across the street.

"We thought we lived in the woods until they turned the woods into a housing development," Wilson said. "But you can't stop progress."

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