When we moved to downtown Franklin 30 years ago, farmers still drove in from the country most Saturdays, parked their pickups down the street from us, and traded pigs and stories. At the other end of our street, R.N. Moore Feed and Seed was open for business, and down on the Public Square, Standard Farm was everyone's favorite hardware store.

These days, the people who drive into Franklin on Saturdays are more apt to be exurbanites enjoying beer and sunshine at the Mellow Mushroom or a latte at the Starbucks two blocks down the revitalized Main Street. The Confederate monument still presides over the Public Square, but the small-town, Old South culture it once symbolized is a lot harder to see. The Square, in fact, isn't even square any more—it's been round since 1991, the centerpiece of a $2 million streetscape program that complemented the 19th century buildings with new sidewalks, period lighting, tree plantings and other amenities.

Once the seat of one of Tennessee's most prosperous agricultural counties, a place where you needed to at least have grandparents born here to feel you truly belonged, Franklin is now the epicenter of miles of sprawling development, from Avalon, emerging from the ground five miles east of town, to the neo-traditional village of Westhaven out to the west. There's a lot more retail activity in Cool Springs than on Franklin's Main Street, and native Franklinites are increasingly rare. In fact, of the 5,000 citizens responding to a City of Franklin survey in 2000, fewer than 500 were Franklin natives and almost half came from out of state. Some 50,000 people now make their homes in Franklin, the fastest growing city in Tennessee. With thousands of houses, condos and apartments platted and approved but still unbuilt and with new developments wearing out the planning commission with monthly six-hour meetings, Franklin natives are an increasingly endangered species.

But even though most of us these days are newcomers and thus by our very existence threaten what makes Franklin different from the rest of exurban Middle Tennessee, we take fierce pride in our island in a sea of surrounding subdivisions.

We know we've got something precious—our challenge is to keep it that way.

So far, preservationists have saved the town from some of its own worst impulses. Compare what downtown Nashville has lost to what Franklin has saved, and you know why Franklin residents think they live somewhere special."

At first glance, Franklin may appear to be a fairly ordinary small town—but it's actually an extraordinary place," says Dick Moe, president of the Washington-based National Trust for Historic Preservation. "It has a remarkably rich history, but what's even more remarkable is the spirit of innovation and vision with which that history has been kept alive."

"Historic preservation has been going on in this town for a long time, and it has involved not only the members of organizations such as the Heritage Foundation but also leaders of the business community who may not even think of themselves as preservationists," Moe says. "Their work has made Franklin a model of what grassroots preservation can do to strengthen a community's economy without sacrificing the qualities that make it unique, appealing and livable."

The preservation effort centers the whole community, not just the historic downtown. They may live in new housing, ranging from pattern-built homes on quarter-acre lots to custom-built million-dollar McMansions, they may shop in Cool Springs and work in Nashville, but residents identify with downtown Franklin, where the original 15 blocks were platted in 1799.

"I still feel a part of Franklin," says freelance writer Laura Hill, even though she lives in a 1990s house in the Fieldstone Farms subdivision two-and-a-half miles north of downtown. "I get downtown a lot. I like to shop there, patronize the restaurants and stores and visit friends who work downtown. Franklin is gorgeous. I love walking down Main Street and seeing Roper's Knob at the end of the street. Also, we make a conscious effort to support downtown Franklin. We like what it stands for."

Even developers of new subdivisions use the image of our historic downtown as a marketing tool. "MainStreet Living Changes Everything You Thought a Home and Community Could Be," said a recent ad for a new development, a gated community promising a "tranquil retreat from today's chaotic world."

The most ambitious attempt to replicate the ambience of a historic downtown is Westhaven, a 2,750-home neo-traditional development rising from fields and hills west of downtown Franklin. Whereas downtown Franklin's residents celebrate the fact that they live in a real town, not a theme park, Westhaven's parent company proudly quotes its founder, Tim Downey, as saying, "I like to imagine that our communities offer the fantasy of Walt Disney combined with the simple lifestyle of Norman Rockwell. We blend the best of yesterday and today." (Think New Urbanism.)

But whether or not Westhaven is a Norman Rockwell painting, downtown Franklin still hasn't reached the tipping point at which a community morphs into a kind of colonial Williamsburg theme park. "It could become too cute very easily, but so far it has avoided becoming a kind of Disney World," Hill says.

Franklin is still a great place to live, not just to visit. Money magazine named Franklin one of the best places in the United States to retire.

The town's appeal is why developer Bernie Butler is building The Brownstones at First and Church, a multimillion-dollar town house development scheduled to break ground this month in the heart of Franklin on a site that was once an African American neighborhood, "the Bucket of Blood," shanty housing for employees of the Lilly Mill across First Avenue. The mill burned in 1958, and the neighborhood long since succumbed to bulldozers. Instead of the Bucket of Blood, town houses hitting the market at from $600,000 to $1.1 million will rise across the street from the towering, empty grain elevators that are one of the few reminders of the Lilly Mill.

"The opportunity curve for Franklin has never been better," says Butler, who already has a waiting list of potential buyers who like the idea of living in a genuine downtown where they can walk to the stores and restaurants on Main Street. (Think Old Urbanism.)

I'm hardly an unbiased observer of Franklin's sometimes-teetering balance between preservation and supposed progress. From 1978 to 1984, my wife, Rudy Jordan, was executive director of the Heritage Foundation, the principal organizing force in the fight to save Franklin. After that, she was executive director of the Downtown Franklin Association for 14 years. Back in the '80s, one of Franklin's leading developers offered $10,000 to the Foundation if she would resign.

"If he had raised it to $100,000, we probably would have accepted it," she says today, laughing, but it wasn't funny then. We spent many sleepless nights fretting over the viciousness of the often personal (it used to be a very small town) battles of the preservation war.

Personal bias aside, however, most parties—including many leaders of the development community—would agree that Franklin has somehow managed an almost unique mix of economic prosperity, historic charm and small-town ambiance that's the envy of other towns and cities struggling against the Wal-Martizing of America.

But what happens next? Can the fastest growing city in Tennessee maintain its small-town identity? At what point does the ocean of subdivisions and new commercial development drown the preserved island it surrounds? When does downtown itself become a theme park? As it becomes increasingly expensive to live here, and the community consequently becomes even less diverse, where does that leave us? At what point do we become simply another exurb in Middle Tennessee's doughnut counties?

None of us has easy answers to those questions, but at least we're asking them as we begin to recognize the ugly underbelly of growth.

At planning commission meetings, outraged parents are regularly appearing with complaints that their children are being rezoned on an almost yearly basis. Neighborhood schools are almost nonexistent. And not only are the children shuffled back and forth, but some time soon, we'll have to pay more taxes to build more schools.

Thanks to sprawl, the average Middle Tennessean drives 37.5 miles a day, the highest for any major metropolitan area in the country, according to Cumberland Region Tomorrow. And the EPA says Williamson County fails to meet federal air quality standards.

Our dialogue about growth is much more subtle than it was a few decades ago, when it was a simple matter of old buildings vs. developer profits. "Quality of life," a catchall phrase covering everything from schools to traffic to the disappearing landscape and the protection of historic neighborhoods, is a regular topic of discussion in public and private forums.

Instead of fighting for antebellum mansions, the Heritage Foundation today is more apt to spend its energies arguing for viewshed protection, transferable development rights, enforcement of an ordinance prohibiting development on steep hills, or neo-traditional planning in new developments like Westhaven that feature housing clustered into dense downtowns, theoretically trading the density for open space elsewhere in the project.

"The preservation community, the development community and local government need to be deliberately proactive to protect our landscape if we are to keep any of the rolling hills and landscape that people treasure and that define Franklin," says Mary Pearce, executive director of the Heritage Foundation and a fireball of energy and frequent thorn in the side of the developers who sometimes seem to want to fill every square inch of Williamson County with suburban sprawl.

The most recent challenge for Franklin preservationists is saving the eastern flank of the Battle of Franklin site, in a potential partnership with the City of Franklin. Now a golf course, the 112-acre tract on the edge of downtown Franklin is threatened with a subdivision development. The city has agreed to pay half the $5 million purchase price if private preservationists can come up with the other half. Several of the golfers, however, don't want the city using public money this way, and they've launched a vituperative letter-writing and petition campaign to stymie the battlefield proposal. (Of course, if the housing gets built, they will no longer have their fairways, so go figure.)

But the battlefield battle, though desperately important to the parties involved, is peripheral. More important is the question of how much of the texture of the town and countryside can be saved while wholesale development gobbles the landscape around Franklin.

Pearce is a firm believer in the principles of land use planner Randall Arendt, whose ideas for "conservation subdivisions"—which cluster development to save open space—have been wildly popular in planning circles for a decade or more.

But conservation planning only works if the trade-off for higher density is open space. In other words, it would call for developing, say, a 200-acre tract into 50 acres of homes on quarter-acre lots and 150 acres of public fields and woods, not 800 homes covering the entire tract with rooftops and asphalts.

"I believe in density, but only if it means we save open space in the process," Pearce says.

But the toughest question is how to save not just the architecture and the landscape but also some of the social fabric that makes Franklin a genuine town, not just an interstate exit. A side effect of the unchecked prosperity of Franklin and Williamson County is a Lake Woebegone effect, where all the people are socio-economically above average and the town and county are increasingly less diverse.

"It's economic segregation," says Alderman Dan Klatt, who fondly recalls growing up in Denver, Colo., in an 800-square-foot house with both larger and smaller houses nearby and with schools and a grocery store also in walking distance.

"Franklin is a historic town with a small-town feel and all the ambience people want from a small Southern country town, and that's probably the magnet, but it's also the ninth largest city in Tennessee," says Mayor Tom Miller, whose upset victory in the city elections a year ago over the once-entrenched Jerry Sharber was widely seen as a victory for preservationists. He disagrees with Alderman Klatt and insists that Franklin is diverse. "We have multi-million dollar homes, and we have one of the largest suburban retail complexes in the state, but Franklin also has public housing, and, although dwindling, it still has a manufacturing base. All of these things work together to create a tapestry that attracts people and keeps them here."

But Miller also meets Klatt in the middle. He says that the biggest threat to the tapestry he talks about is that Franklin's lack of affordable housing will make it a community of rich yuppies. "We're becoming less diverse because we're growing at the top of the economic spectrum. We need to be developing jobs and housing to meet the needs of the middle and lower classes."

Franklin risks becoming "a community of elitists," agrees Tom Murdic, a retired engineer for Metro's Thermal Transfer Plant, president of the African American Historical Society, and former planning commissioner. "When I hear some of the things promoting Franklin, what I hear promoted is that it's a good, clean, white community. People say these things don't go on, but it does. I call it quiet racism." Murdic was moderator for a meeting last week that brought a spectrum of community leaders together to discuss how to solve Franklin's affordable housing scarcity.

As far as the mayor's concerned, the way to keep Franklin diverse is to build projects like Tywater, a proposed new mixed-use development west of town that would include moderately priced housing—and one that its neighbors bitterly oppose.

Murdic, however, doesn't trust developers and says the city shouldn't try to grow its way back into diversity. In fact, he would like to see growth slow down. The infrastructure here is already overstretched, he says. "My biggest concern is traffic. We've built to the point where we've outstripped the level of service. When I spend 20 minutes going two miles on Columbia Avenue in the middle of the day, I know we've got too much going on."

Although she agrees with Murdic that the traffic caused by growth is clogging our roads, Alma McLemore, the sole African American member of the Franklin Planning Commission, is a fervent believer in the Tywater development in particular and in moderately priced housing in general. "You pray for that housing situation for us," she urged. "The average house in Franklin now sells for $235,000. We need houses selling for $100,000 to $200,000."

The aldermen have split four-four recently on some key developments, including a vote on Tywater, which saw Mayor Miller break the tie in favor of the development.

"Slowing growth is something like landing an airplane," Miller says. "An airplane landing has been described as a controlled crash. We're going to have to adjust our throttles and slow down the plane."

Miller isn't adjusting those throttles fast enough for many Franklin citizens and for some of the current aldermen, several of whom were swept into office a year ago on a general sentiment that the city's pace of growth has been so unchecked that new development threatens to kill the quality of life that attracted the growth in the first place.

"Beware the silver-tongued developer," said one of the participants in last week's affordable housing seminar, reflecting a widespread skepticism about developer promises to solve problems like lack of diversity and community sprawl.

"It's no secret that I ran on a preservation platform," says first-time alderman Pam Lewis, who owns a Nashville public relations agency, lives in a restored historic home at the south end of town, and has bitterly opposed developments like Parkway Commons, which will put a new Target store near her home and adjacent to Winstead Hill Park, a national landmark. "We don't need more sprawl."

"Judging from public meetings and e-mail, the overwhelming feeling is that people are sick of all the growth, sick of the traffic and a Walgreens on every corner. Despite the 2003 election, there were more building permits issued this year than in 2003. That's very disheartening."

Now in his second term as alderman-at-large, Ernie Bacon, a retired hospital executive, and his wife moved to Franklin in1993. "There was little visible support for downtown coming out of City Hall then," says Bacon. "But today, the overall economics of the City of Franklin are assured, short of a national disaster, and we can become more and more demanding and discriminating in how we go about managing growth."

It's important to keep Franklin from outpacing its infrastructure, Bacon says, something that has already happened in places like the recently annexed eastern part of town, where so much new development has been approved that the country lane serving the area has become a "death trap."

To describe the road that way is "a little dramatic," says Tom Miller, but he agrees that further rezoning and development approvals in the area should be delayed until the road network is in place.

Looming on Franklin's horizon are hundreds of acres of potential new development at the Goose Creek exit south of Franklin, an area some have described as the next Cool Springs. Rezoning for a new development that would include some 824 residential units is scheduled for first reading at the Board of Mayor and Aldermen next week.

Bacon hopes to tie that development approval to a firm TDOT commitment to upgrade the Goose Creek interchange and a promise from the city to provide sewer services. "Thanks to the 2003 city election, the Franklin household survey, widespread citizen participation in our new land use plan, and a visioning process that included the whole community, it's abundantly clear that citizens want us to get control of growth, keep our small-town feel, and preserve both our neighborhoods and the landscape. It's time for city leadership to listen to that mandate," he says.

If Bacon and the rest of the controlled growth wing of the Board of Mayor and Aldermen have their way, Franklin's development steamroller will slow to a manageable pace.

We all know we can't freeze Franklin. We've already got 10,248 housing units approved but still unbuilt. So like it or not, we'll grow. But we hope that as the evolution process continues, we'll keep the DNA that makes us special.