WINTER GARDEN

It was 1857 when Becky Roper Stafford's great-great-grandfather first glimpsed Lake Apopka. W.C. Roper was riding through the backwoods of west Orange County on horseback, seeking a place to build a home for his family waiting back in Merriwether County, Ga.

Roper bought 600 acres along the shore, between present-day Winter Garden and Oakland, and returned a year later with his wife and 10 children. The ambitious settler operated a sawmill, gristmill, sugar mill and cotton gin. Later he built a tannery for making shoes, and served as Orange County's superintendent of schools from 1873 to 1877.

Fast-forward to the 1920s, when Roper's son Frank planted the area's first orange trees, marking the humble beginnings of an industry that would sustain and define Winter Garden, which had been incorporated in 1903, for the next six decades.

Winter Garden remained an idyllic small town throughout World War II and into the 1950s and '60s. Far removed from Orlando, which was about to be reshaped by Disney World, the city remained self-sufficient and unpretentious.

"Winter Garden was the quintessential vibrant small town," says Stafford. "We had the distinction of being the only town with two train depots, because it was such a busy shipping community with fresh fruit going all over the world."

Fast-forward again to the 1980s, when devastating freezes destroyed thousands of acres of citrus. Roper Growers Cooperative, Heller Brothers and Louis Dreyfus Citrus eventually recovered. But as growers regrouped or retreated, once-bustling downtown Winter Garden became a virtual ghost town.

Concurrently, developers began buying up decimated groves for new homes, creating new subdivisions seemingly overnight. But most of the residential growth, and the retail growth that followed, was outside the city, which made Winter Garden proper even more of an anachronism.

Then came a brilliant project called Rails to Trails, through which abandoned rail beds across the country were converted into hiking and biking trails.

The popular West Orange Trail passes directly through Winter Garden, thus converting the all-but-forgotten city into an oasis for thousands of ready-to-spend strollers. In fact, city officials estimate that the trail is responsible for generating about 50,000 downtown visitors per month.

And most are charmed by what they see. In 2001 the tired downtown district underwent a facelift. Brick streets were restored, old buildings were remodeled, and Centennial Fountain, saluting the city's citrus-growing heritage, was constructed.

Today locals and outlanders gather at Choctaw Willie's in the reopened Edgewater Hotel for barbecue, collard greens and sweet tea. Just down the street, Winter Garden Pizza Factory is all about pasta, fresh pies and family fun.

Proprietor-owned shops like JR's Attic and the Downtown Herb Shoppe are thriving. But you'll still find a wonderfully cluttered hardware store that sells farming supplies, serving as a reminder that this town's quaintness isn't contrived.

And locals proudly note that Winter Garden has two historical museums open seven days a week. There's the Central Florida Railroad Museum and the Heritage Museum, both housed in restored depots. History buffs may also stroll around the city and view such landmarks as the 1860s-era Beulah Baptist Church.

And redevelopment is on a roll: Stafford is hard at work with the Winter Garden Heritage Foundation to renovate the historic Garden Theater on Plant Street, which will become a 300-seat performing arts center.

While the old downtown is re-emerging as a force to be reckoned with, several miles south a 1.15-million-square-foot open-air mall called Winter Garden Village at Fowler Groves is set to open late this summer.

More than 40 new home communities are currently under way within Winter Garden's corporate limits. And the city plans to annex a large tract of mostly undeveloped land from its western boundary south of Florida's Turnpike to the Lake County line. The tract contains 1,300 developable acres that could eventually contain 3,600 homes.

To the south of downtown, along C.R. 535 and S.R. 545, communities totaling 25,000 homes are expected to be built where citrus groves once flourished.

The biggest of the new developments is Horizon West, a 38,000-acre master-planned community that has been in the planning stages for a decade. At buildout, its two villages-Bridgewater and Lakeside-will contain nearly 18,000 homes.

Horizon West developers and builders, worried that a lack of schools and roads could slow the project, have proposed two novel plans to keep things rolling.

First, a homebuilding consortium has offered to lend Orange County Public Schools $32 million to build a middle school two years ahead of schedule-and to pay $2.9 million in fees and interest until the loans can be paid off.

Second, Grosse Pointe Development Company is paying close to $6 million to develop a connector road to link Fiquette Road to the Horizon West Town Center and C.R. 545.

Further opening up the area to development will be an extension of S.R. 429, which eventually will stretch from Apopka to I-4 just west of Disney World.