They met on neutral ground: the nursery of Topsham’s Mid-Coast Presbyterian Church. The citizen conservationists and their hired guns gathered on one side of the table, the developer and his advisors huddled on the other, their tough negotiators’ demeanors diminished by their child-sized chairs. “It was,” chuckles John Rensenbrink, one of the leaders of the group calling itself Topsham’s Future, “a meeting we’ll never forget.”

In the summer of 1999 Topsham was an unremarkable rural community with little more than an abandoned paper mill on the Androscoggin River to call downtown. Other than the Topsham Fair, where farmers parade their cattle and horses every August, the town’s identity rested on its proximity to Brunswick, the region’s retail and service center.

But change was in the air. Two years earlier, the Coastal Connector, which links Interstate 295 and Route 1, had opened just northwest of the village, ripening a moribund commercial corridor for development. The Topsham Fair Mall, a small mid-eighties retail strip, was poised for expansion, and real estate developers were nosing around for similar opportunities.

Sitting across from John Rensenbrink in the playroom that afternoon was a developer with a different sort of project in mind. John Wasileski, who had introduced assisted living facilities to Topsham with the eighty-acre Highlands Estates, was gearing up for Highland Green, a seven-hundred acre retirement resort with upwards of six hundred homes and an eighteen-hole golf course along the Cathance River, a pristine waterway whose thundering rapids and waterfalls were known only to those who skied and hiked its heavily forested banks. “What we called the treasure of Topsham was going to be wiped out,” says Rensenbrink, a retired Bowdoin College political science professor and a co-founder of the Maine Green Party who has lived in town for forty-four years.

Having failed to convince town meeting voters to reject a tax financing plan advancing the project (“People were looking at us askance,” Rensenbrink recalls, “as if to say, ‘Why do you care about this?’ ”), Topsham’s Future was now appealing directly to Wasileski’s pocketbook. Members presented Wasileski with an alternative blueprint drafted by a land-use planner that clustered housing and offset a smaller golf course with a trail-laced 750-foot-wide forested buffer along the Cathance, and they backed it up with a raft of statistics that suggested retirees are more interested in nature-oriented activities than golf. “He had to be convinced that we were serious and at the same time that we were not off the wall, that we had some credibility in town and we were willing to negotiate,” Rensenbrink explains. “At one point I told him, ‘I swim in this river, John, and if I can’t swim in this river, I’m going to fight you tooth and nail!’ ” Rensenbrink adds a narrative flourish, “My eyes flashing!” Amused by the memory of his posturing, he shakes his head and laughs.

Inside the Barn Door Café on Great Bowdoin Mill Island in Topsham’s Lower Village, Liz Armstrong rummages in her canvas tote and places a November 1997 Down East magazine article on the table. Illustrated with haunting photographs of empty and abused clapboard and brick industrial buildings, “Last Look at a Landmark” is an epitaph for this very spot, now a fully restored commercial campus dominated by a 141-year-old Italianate-style yellow brick mill on the Androscoggin River. “When we were working on our Main Street plan, we used that article to say, ‘Can you believe we’ve gone from that to where we are now in just one decade?’ ” says Armstrong, who has served on the Planning Board and as chair of the Topsham Economic Development (TDI), a public-private economic development corporation. “When I was a kid growing up in Brunswick, the only reason to come to Topsham was Sky-Hy Park, a small ski area that operated in the 1960s and 1970s. I just thought Topsham was part of Brunswick. I had no recognition that it was a separate town.” Now, she says, the community that she has called home since 1985 has emerged from Brunswick’s shadow as a retail and service destination in its own right.

Indeed, Topsham (population: 9,100), has been transformed. A small, attractive riverside village, effectively an extension of Brunswick’s downtown on the opposite side of the Frank J. Wood Bridge, has been born.

Contemporary New England-style commercial buildings have opened where a pair of rundown gas stations once stood. The Great Bowdoin Mill complex is a tidy mix of old and new structures housing the café and medical, dental, and law offices. The village jewel, the yellow mill, is home to Sea Dog Brewing Co., where diners sit at enormous windows and watch sturgeon jumping in the Androscoggin.

Just up the hill stands a handsome two-year-old red brick municipal campus, and a few miles north, on Foreside Road, is a splendid four-year-old public library, where residents can rent fishing rods and stroll down to the Androscoggin to catch dinner. The Coastal Connector, meanwhile, has filled up — for better or worse, depending on who’s weighing in — with fast-food restaurants, gas stations, and, in the greatly expanded Topsham Fair Mall, big box stores like Target, Dick’s Sporting Goods, and Home Depot.

The town’s largest taxpayer, the Highlands and Highland Green development, is part of the metamorphosis. Covering nearly eight hundred acres, about half of the communities’ approved nine hundred-and-sixty residences — a mix of congregate, multi-family, and single-family homes — are built and occupied, making Topsham one of New England’s top retirement destinations. The impact is not just visual. “The folks who live at the Highlands are into their community,” Armstrong says. “They came here for a reason: They like it. They see the possibilities and what they can contribute. They serve on town boards and they volunteer for our nonprofits, like the soup kitchen in Brunswick and Big Brothers Big Sisters.”

Sitting in the middle of all this new development is the Topsham Fairgrounds, which has enjoyed a boost in fair attendance and year-round activities thanks to the driveway it now shares with Highlands on the Coastal Connector. “Thirty to forty years ago, Topsham was always talking about wanting to be a bigger community, about how it had no downtown and no identity,” says Tad Hunter, president of the Topsham Fair Association and manager of a Merrymeeting Bay farm and smelt camp owned by his family since 1718. “Now it does. At the same time, the town has done a good job of keeping the growth in the commercial centers. The rest of the town is still very rural.”

Topsham’s makeover has not been serendipitous. Rather, residents, responding in part to the listing of the Great Bowdoin Mill on the National Trust for Historic Preservation’s Most Endangered Places list in the mid-nineties, deliberatively fashioned a new vision when they voted to form TDI and accepted land use plans to direct the development they desired. “All the different aspects of Topsham today — the Highlands, the Topsham Fair Mall, the reclaiming of our Main Street, the creation of our village center — didn’t happen by accident,” says Jim Howard, a hometown developer who developed the municipal campus and is largely responsible, along with Ric and Peter Quesada of Freeport’s Fore River Company, for the lower village’s new look. “The community voted to do it, the municipal government supported it, and the economy was right for it. I call it a mastermind — a mastermind of people who came together. I don’t know if in the next twenty years we could duplicate that scenario.”

The Coastal Connector, too, was key to attracting investment in not only the mall area but also the lower village, which was suddenly free of the cars and trucks that had choked Main Street for decades. Locals used to call the drive between Routes 1 and Interstate 295 “the thirty-minute mile,” making Howard’s choice of a finishing touch for his downtown projects particularly apt: a hundred thousand dollar mechanical street clock, the first such timepiece to be built since World War II (by Balzer Family Clock Works in nearby Freeport). “You feel more of a responsibility as a developer when you live or own property in town,” says Howard, a resident since age thirteen. “You drive down your Main Street and you have a vision as to how you’d like your town to look. You’re more aware of the social and visual impact of what you’re building. But make no mistake: None of this was easy. It’s like making sausage. You don’t necessarily want to see it being made.”

To be sure, Topsham’s aggressive pursuit of commercial growth has not been without controversy, most of it centered around the mall area. Within two years of the 2.7-mile Coastal Connector’s opening, commuters were complaining about the number of traffic lights (four at the time; there are now five) and rush-hour slow-downs on what was originally envisioned as a high-speed shortcut. In 2005, the Maine Department of Transportation refused to issue traffic permits for new mall development unless the town addressed the congestion. The solution, a $2.6 million secondary access road that crossed residential streets, was only narrowly approved by voters. Nevertheless, traffic studies have found that the Coastal Connector does what it was intended to do. “The number of traffic lights are a disappointment, but that’s the only one,” says Stephen McCausland, a former Brunswick town councilor who led the push for the bypass and makes a point of driving it once a week on his commute home from Augusta. “It’s been a huge success, diverting thousands of cars every day from the downtowns of Brunswick and Topsham.”

Citizen groups have twice pushed for construction moratoria. When Walmart targeted the mall area for a superstore in 2000, Topsham’s Future’s unsuccessfully petitioned for a breather, and a subsequent referendum to ban big box development was soundly defeated. (Walmart chose to build its supercenter in Brunswick instead.)Three years ago, a neighborhood group called Concerned Citizens of Topsham had better luck imposing a timeout. At the time, a Portland developer had rushed a proposal for a hotel, restaurant, and cinema complex on land west of Interstate 295 before the Planning Board while the town was studying new zoning options for the area. Voters okayed a moratorium, which allowed the study committee to finish its work and resulted in an ordinance that uses architectural standards and increased setbacks to discourage big box establishments on the parcel, which remains undeveloped.

Jan Smith, a Concerned Citizens member whose backyard would have been only fifty feet from the hotel and cinema complex, rejects some developers’ suggestions that the group’s actions stymied growth. “The economy is the reason growth has slowed,” he says. “When it picks up, I think we’ll find that this compromise is a viable way to go forward. Concerned Citizens is not against growth. Preserving the character of Topsham and protecting neighborhoods is our goal. Topsham’s big box development is where it does the least harm, but most of the people here don’t want that style of development to dominate the scene. We need to stay alert and stay aware. My hope is that when development pressures build again, residents and builders can work collaboratively.”

There’s little question the economic recession has impeded Topsham’s quest for new businesses. Opened three years ago, the Red Mill, a 37,000-square-foot retail and office building on the Bowdoin Mill complex, has only one tenant. Several older village storefronts are vacant. The closure of Brunswick Naval Air Station, scheduled for 2011, deepens the shadow. “That’s going to have a huge impact,” Planning Director Rich Roedner says. “We’ve all seen what happens when a mill closes and you lose five hundred jobs. This is like ten mills closing, plus all the people are gone.” Still, he believes Topsham will weather the crisis well. “I’ve worked for three communities in Maine and one in New Jersey and I’ve never seen a town do so much in such a short amount of time as Topsham. This town has the mental capacity and fortitude to rise to the challenge.”

They ambushed me,” John Wasileski says of the meeting with Topsham’s Future at the Presbyterian church ten years ago, “and I mean that affectionately.” The poker face he wore that day, he admits, belied what he’d decided almost as soon as he walked into the room: He was going to compromise. Some of the faces at the table were familiar, most notably the residents’ lawyer, Karin Tilberg, who had represented Maine Audubon when Wasileski’s partners in Portland’s Great Diamond Island condominium project refused to negotiate on environmental issues. The ensuing eight-year conflict, Wasileski says, “cost umpteen millions of dollars and we missed a successful economy.” There, too, was John Resenbrink, who Wasileksi knew by reputation. “I minored in environmental studies at McGill University and here’s the founder of the Green Party and a Bowdoin professor,” Wasileski recalls, a grin spreading across his face. “He’s scholarly, he’s my senior, and he’s getting to my conscience.”

So it was that Wasileski found himself a few weeks later defying his advisors (“We’ll beat them back,” they’d urged.) and presenting Topsham’s Future with a plan that pulled the development back from the Cathance by a thousand feet and replaced the eighteen-hole golf course with a nine-holer. “We did another marketing study,” Wasileski told the residents. “Sure enough, a lot of people are interested in what you’re talking about — hiking, birding, canoeing, and having nature right next door.”

Over the next few months, Wasileski and Topsham’s Future hammered out the details for what is now the 230-acre Cathance River Nature Preserve, owned by Highland Green and protected by a conservation easement held by the Brunswick-Topsham Land Trust. “The two Johns,” as Wasileski refers to himself and Rensenbrink, whom he considers a friend, formed the Cathance River Education Alliance (CREA) to manage the property as an outdoor classroom for area schools and the general public. It is rare that a school day goes by without a yellow bus dropping off students to study nature on the preserve’s five miles of trails.

The influence of “the compromise,” as it is known here, has rippled throughout the community in many ways, not least in the remaking of Topsham, for as towns-people pursued development, they rediscovered areas of natural beauty that they wanted to protect. “The town is different than it was ten years ago,” Carla Rensenbrink, John’s wife, says. “It looks different, but it also has a different conscience, a feeling that this is a beautiful place and we want to develop carefully. There are plenty of issues in town but there is more of a feeling that we can handle it.”

“The compromise set a tone as the town was beginning to grow in new ways,” agrees Angela Twitchell, executive director of the Brunswick-Topsham Land Trust and a Main Street resident. “It showed us that conservationists and developers can collaborate and get a lot more done than when they work against each other. Here we got a beautiful nature preserve and outdoor education opportunity, and we got a wonderful development that has brought in new people and tax dollars.”

The preserve’s most direct impact has been on the Cathance corridor itself. Since CREA was founded, conservation easements have been placed on parcels owned by the Rensenbrinks, Jim Howard, and the town. Soon residents will be able to walk or ski from the preserve two miles north to the new Head of Tide Park, Topsham’s first waterfront park.

More broadly, the compromise and the continuing activities of Topsham’s Future have encouraged people to consider the qualities of livable communities. For all the growth in its commercial sectors, Topsham retains quiet back roads that wind through woods and farmland and offer sweeping views of the Androscoggin and Merrymeeting Bay. “If you’re driving by on I-295, the Topsham Fair Mall area is all you know of Topsham,” Twitchell says, “but those of us who live in town enjoy a great mix. You can drive two minutes and go to Hannaford or Target, yet you can go to local farms and get your meat and vegetables. You can still step into the little Michaud’s Market in the lower village, where they know you and know you order too many crab sandwiches. Topsham hasn’t lost its small town feel.”

The members of Topsham’s Future, meanwhile, have made an effort to meet local developers and understand the development process so compromises can be forged before large sums of money are spent on plans. They also have gotten involved in town government, changing their role from that of protestor to partner.

John Rensenbrink, who still swims in the Cathance River, believes Topsham, “is both a case study of the tensions between business development and community development and of discovering a way to ease those tensions and coming out in a pretty good place.”