Nancy Clark grew up in South Freeport. Her great-grandfather Rufus Soule Randall was part-owner of the largest vessel ever built on Harraseeket Harbor. She remembers when the village sidewalks were made of crushed clam shells, when Middle Street was a dirt path called Cross Street, and when neighborhood kids could toboggan the length of the village from Flagpole Hill right down across Dixon Beach and out onto the harbor ice.

That South Freeport is gone, but Nancy Clark is still here. And if this little village of hers — located at the mouth of the Harraseeket River, just three miles south of downtown Freeport — retains something of its soulfulness, it's because of people like her.A retired Freeport High School teacher and a three-term state legislator, Clark helped found the nascent South Freeport Neighborhood Association, a socializing and community-building organization harkening back to the old South Freeport Community Association that flourished when she was a girl in the 1940s and died out in the 1950s during a prior wave of escalating property values and changes in land ownership.

"The South Freeport Neighborhood Association was organized because of an expressed need to have a vehicle to address some concerns in the village," says Clark. Here, as elsewhere along the southern Maine coast, the concerns involve development and how to preserve the identity of a cherished place that has suddenly become too popular.

"There's always going to be change," continues Clark. "You can attempt to guide it so that it's more comfortable and so the values you embrace remain stable. I think we've done that in South Freeport."

How this Greater Portland village has retained its authenticity in the face of rampant commercialism uptown and suburban sprawl all along the Maine coast is a tale of uncommon resourcefulness and of a place jealously guarded by the people who live there and love it. Success story or cautionary tale depending upon your perspective, South Freeport represents the hard truth that even effective preservation comes at a cost, often to those longtime residents who can least afford it.

By some definitions, South Freeport encompasses all of the Freeport shore from Porter Landing to Staples Point and Winslow Park, but the heart of South Freeport is a charming neighborhood little more than two blocks square sitting above the Freeport Town Landing. This is the Freeport the holiday shoppers at L.L. Bean never see, and it couldn't be any more different from the outlet stores crowded along Main Street.

The enduring character of South Freeport is a function of its density, its modesty, its scale, and the predominant nineteenth-century aspect of its architecture. Most of the homes in the village were built between 1830 and 1881 when four shipyards along the Harraseeket River were turning out wooden vessels, when what had been a fishing-farming community blossomed as a local center of the shipbuilding industry. The homes within the two blocks formed by the South Freeport Road, Main Street, Harraseeket Street, Park Street, and Middle Street range from a handful of large ship captains' houses to old farmsteads, a few converted summer cottages, and a row of look-alike bungalows built from staging once used at the old Soule Shipyard.

Living in such proximity makes for a close-knit community, a neighborhood where communication tends to be primarily word-of-mouth, talk on the street.

"I think what draws us all together is the post office and the store and the fact that we all walk to the post office and the store," says Larry Welsher. "You see your neighbors whenever you go."

Welsher owns the South Freeport Post Office. He built it in 1980, and the U.S. Postal Service is his tenant. And in a very real sense, the post office defines South Freeport. Before the post office was established in 1854, South Freeport was known as Strout's Point Village. Because there is no home delivery in the village, all local residents pick up their mail at the post office, making it a natural meeting place. By longstanding tradition, in fact, folks in the village share baked goods and treats in the post office lobby during the two weeks before Christmas.

Most of the year, however, the Village Store next door serves as South Freeport's public hangout. The long, low grocery-delicatessen resembles nothing quite so much as an old country kitchen where locals linger over coffee and newspapers and Mary Lou Carhart's delicious assortment of muffins and pastries.

Mary Lou and Bart Carhart moved to Maine nine years ago from New Jersey in order to run the store. While camping at nearby Winslow Park one summer, the Carharts bicycled into town, stopped in at the store, fell in love with the idea of becoming country storekeepers, and bought the Village Store two years later. When, after a year, it became evident that the country store was not necessarily a gold mine, Bart Carhart took charge of Freeport's recycling center and became the manager of Winslow Park, leaving Mary Lou to run the store with the help of a cadre of young people from the village.

Last winter, the Carharts closed the store for a couple of months, but this year Mary Lou is determined to soldier through the lean times, especially since L'Ecole Fran?aise du Maine has moved into the old Soule School next door, bringing renewed vitality to a building that had stood empty for three years.

"We are so thrilled that it's open again as a school," Carhart says. "There is nothing more vital to a community than little kids running around."

If you hang around the Village Store long enough, once the conversation gets past the weather, holiday and winter plans, school news, and politics, it will eventually and inevitably turn to the host of local questions that keep South Freeport villagers animated these days.

Would the village have been better off if the Soule School had been torn down and turned into a park? Are those three-way stop signs at Middle Street really necessary? Whose idea were those foolish speed bumps? Should kayakers continue to be allowed to use the town landing? Are home prices getting out of hand? Would the condominiums Larry Welsher proposed to build out behind the school really have allowed old folks to stay in the village? Are new arrivals bringing a Connecticut mentality to the village?

Storekeeper Mary Lou Carhart takes the superficial fractiousness within the village with a grain of salt. "I'm from New Jersey, so I'm used to all this," she says. "I saw the changes there. It's hard for that not to happen here, but South Freeport has retained more than most communities."

As a builder and developer, Welsher walks a fine line in town between being seen as a force for preservation and a force for change in the village. On the one hand, his tasteful new homes blend in nicely with the existing village houses; on the other, all developers tend to be regarded with suspicion by anyone who like things just the way they are, thank you very much.

From his home on the crest of Park Street, Welsher can look out over his neighbors' roofs to South Freeport's snug little deep-water harbor. A building contractor who has lived in the village since the 1970s, Welsher estimates that he has built or substantially renovated at least thirty homes in the area. Like most of the buildings he designs and builds, his own house at 22 Park Street looks as though it's been part of the village forever.

"I try to do that," says Welsher of the deliberate contextual look of his work. "I like the New England style. The Greek Revival style was very prominent before I came, so I mimic it as best I can. Everyone seems to like it. There's something philosophical about having a homogeneous environment. They're not the same, but similar."

Welsher takes a sanguine view of South Freeport. "I don't think the village is going to change much," he says, "but the property values are pushing people of modest means out, which is sad."

Dave Coffin, whose family operates Harraseeket Lunch & Lobster down on the waterfront, agrees. His folks moved inland to more affordable Pownal a few years ago. "There used to be a lot of old families in South Freeport," says Coffin, "but, as the prices have gone up and the taxes have gone up, most of the people in the village are from away now."

As folks from away discover the discreet charms of South Freeport, homes in the village have begun to top the magic $1 million mark. And as developers have proposed building new homes on the periphery of the village, there has been a concerted local effort to prevent new construction.

In 1999, local residents banded together to raise $538,000 to purchase eighty-six acres along South Freeport Road to keep the land, now known as Bliss Woods, from being turned into a thirty-seven-home subdivision. The woods were purchased and turned over to the New England Forestry Foundation to be managed as a demonstration forest. The bucolic pastures of the old Talbot Farm across the street had previously been protected by a conservation easement, so the approach to the village from the south will now be open space in perpetuity.

Two years later, in 2001, when sixty-three acres behind the South Freeport church known as Sayles Field came on the market, Larry Welsher, who had built a couple of homes in Bliss Woods before the preservation purchase was complete, stepped in to head up the fundraising drive that raised $885,000 to buy and preserve the hayfields and surrounding woods.

"The open space defines the outer edges of the village and makes it cohesive and feel good," says Welsher.

At the time, however, the Portland Press Herald criticized the Sayles Field purchase in an editorial, stating, "It's disappointing that South Freeport villagers have subverted a town-wide proposal to fight sprawl by purchasing a sixty-three-acre parcel that could have been used for housing."

A local residential growth management committee had identified Sayles Field as one of ten areas in Freeport where new home construction might be desirable. But South Freeport resident Alan Caron, a member of that committee as well as of the Freeport Planning Board, does not see the purchase of Sayles Field as subverting Freeport's growth management plans.

"I think what they've done is great," says Caron, a committed sprawl fighter who is president of GrowSmart Maine. "South Freeport village is a terrific place, but it is not much of a model for the rest of the state. If we think we can protect open space and the character of our neighborhoods by buying up the surrounding land, we are mistaken. We don't have enough dollars, either private or public, to protect rural open space. But it's great that they could do it in South Freeport with private dollars."

Two families contributed a combined $500,000 to the Sayles Field purchase, but not all coastal towns have residents with that kind of money to prevent development in their own backyards. GrowSmart Maine, therefore, promotes zoning measures such as clustered development and transfer of development rights as more viable options for protecting open space and the small-town, rural character of Maine. Indeed, South Freeport village is a historic testimonial to the beauty of compact development, most of the homes in the village occupying less than an acre of the land.

Marika O'Brien, who runs a small roadside farmstand on the edge of the village, is the vice president of the South Freeport Neighborhood Association. "Like any other coastal town in Maine," says O'Brien, who grew up in Kennebunkport, "more affluent people are moving here. They are people who can make preservation happen, but they are not always the easiest people to deal with."

Amanda Baker lives just down the hill from Larry Welsher's house in one of the old look-alike Soule Shipyard cottages. She has lived in South Freeport all of her life and, when she reflects on the changes she has seen since her childhood in the 1950s, she expresses an ambivalence that is heard everywhere in Maine these days — as your hometown becomes more attractive and desirable to others it also becomes less accessible and affordable to locals.

"When I was a kid, at the corner of Middle Street there was a shack with a dirt yard and kids that scared us," recalls Baker. "There was a huge range of socio-economic lifestyles within the village. There were poor people, and those who had a lot were very understated about it. I do feel the loss of diversity of economic and social groups, but in a lot of other areas — like the access to open land behind the church — the change has been positive."

Yes, the village is much more expensive to live in these days. Yes, the taxes are higher. Yes, the crowding in the harbor leads to more traffic on the streets. But this time of year there are no sailing classes at the yacht club, the flotilla of pleasure boats is under wraps at the boatyard, the restaurant is closed, and those lucky enough to live in South Freeport have the village more or less to themselves, which is just the way they like it.

"It gets quite quiet here in the winter once the snow flies," says Amanda Baker with evident satisfaction.