QUEENSTOWN - The serenity is all on the surface in this unspoiled Eastern Shore enclave tucked between two busy highways.
Inside Potter's Pantry, where owner Nicole Potter serves lunch and breakfast, passions are running high. She worries that the 300-year-old town will be transformed into yet another sprawling suburb like Kent Island, which she calls "Kent Burnie."
Across Main Street in Town Hall, the municipal government is weighing plans to annex more than 450 acres so a developer can build more than 900 houses and increase the town's population of 600 nearly fivefold.
Growth has long been a difficult issue in many areas of the state, but it has grown especially so in Queenstown and other incorporated municipalities.
Critics say Maryland's pioneering anti-sprawl laws are being circumvented by developers using the tools of annexation.
The state's 1997 Smart Growth law tries to curb suburban sprawl by targeting state spending on existing communities. Under the law, all incorporated municipalities are considered "priority funding areas" eligible for state money to build roads and other public improvements needed to accommodate development.
But builders have discovered that they can purchase undeveloped land on the edge of a town and apply to have it annexed while offering municipalities various sweeteners. Once the municipality absorbs the land, it is treated, for the purposes of Smart Growth, as a developed area.
The result has been explosive growth in the lightly populated areas that some believe Smart Growth was supposed to prevent, such as Queenstown.
Potter, 30, who has a 6-month-old daughter, dreads a possible influx of newcomers and an increase in crime and drug abuse.
"They're moving over here to get away from it, but they don't realize they're bringing it with them," she said. "They like this town because it's small and quiet. You shouldn't change it."
Many of the annexation requests in recent years have been on the Eastern Shore, which has a bounty of undeveloped land, small municipalities and desirable waterfront property. But the debate echoes across Maryland as residents and officials of the state's small towns and cities grapple with how to accommodate development pressures.
Smart Growth advocates question whether the wave of annexations is turning the concept on its head.
"It's really important that we pull back and say, `Wait a minute. What are we doing here?'" said Dru Schmidt-Perkins, director of 1000 Friends of Maryland, an anti-sprawl group that normally favors growth in and around municipalities.
Two years ago, voters in Brunswick - hoping to revitalize a withering downtown - voted to approve a 455-acre annexation for a 1,500-home development that could double the Frederick County town's size. Last year, Union Bridge in Carroll County annexed 126 acres for a 340-home development that could nearly triple its population.
Havre de Grace, in Harford County, has annexed slightly less than 1,000 acres since 1999, according to Mayor David R. Craig. The latest move came last year when it annexed the Bulle Rock Golf Course, where a developer plans to build about 2,100 homes - most of them limited to buyers 55 or older.
Baltimore City is forbidden by state law to expand, but the state's medium-sized municipalities, such as Frederick and Salisbury, often add two or three tracts a year.
Statewide, requests for annexation, which ranged from 38 to 46 in the five years before Smart Growth legislation was passed, hit 55 in 2002, the last year for which data are available. And the average acreage being annexed has grown larger, said Pat Goucher, director of local planning for the state Planning Department.
"I think the size of the annexations is a new phenomenon," Goucher said.
Smart Growth supporters acknowledge that it's better to concentrate development around existing towns and cities, but they argue that the policy was never meant to cause a population explosion in rural villages such as Queenstown, near U.S. 50 at U.S. 301 in Queen Anne's County.
"It's all being done in Smart Growth areas but without any respect for scale, and that is not smart," Schmidt-Perkins said. "Overwhelming development in the wrong place doesn't make it right."
The flurry of annexations on the Eastern Shore has prompted many to worry that the intense development that has already transformed Kent Island into a Baltimore-Washington suburb may spread rapidly across the rest of the Shore.
Last year, according to state planning officials, 16 different Shore towns and cities annexed more than 3,600 acres. The additions ranged from a third of an acre to more than 1,000 acres. This year, nearly as many municipalities have picked up a combined 3,500 acres - and more annexations are pending, such as Queenstown's.
"It's gone nuts, it really has," said Vienna Mayor Russell B. Brinsfield. Hugging the Nanticoke River, the Dorchester County town is weighing absorbing enough adjoining farmland to triple the current population of about 300.