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On a muggy summer Saturday night in downtown Warrenton, a few hundred people lounge on the grass outside the old Warren Green Hotel. Moms and dads relax on blankets, eat pasta salad and sip iced tea, while their children dance to the music of a Caribbean steel band.

As Calypso music drifts around the corner and down Main Street, friends visit, laugh, and chat about what�s new in Warrenton. By the end of the evening even the adults are dancing in the middle of Culpeper Street. Many will return each Saturday night for Cajun, folk, rockabilly or classical music. Most will tell you there is no better way to spend a Saturday night.

Warrenton is the seat of Fauquier County, a rural community about 40 miles southwest of Washington, DC. It is home to about 7,000 people, old timers and new residents alike. Most were drawn to the little town either by fate or in search of a simpler life.

Karen Dorbayan remembers the day in 1976 when she and her husband first discovered Warrenton. Their first-born child was a few months old, and parenthood had brought about a strong instinct � they wanted to own some property, something for their new family.

With just $6,000 to invest, there wasn�t much they could afford in the Washington, DC area, where they made their home. So a realtor took them to Warrenton. And it was there that they came face to face with their destiny, a dilapidated old train station a few blocks down from Main Street. They bought it and moved to Warrenton.

Today, Karen Dorbayan owns one of Warrenton�s oldest and most picturesque dining spots � the Depot. Restored to its mid-19th-century grandeur, the Depot has served a unique blend of original recipes with a Mediterranean flair for the past 25 years.

�The mayor owned a furniture store on Main Street,� Dorbayan recalls. �I started talking to him about how he would feel if I opened a restaurant in Warrenton. He was all excited and took me around to meet people. The day we opened, he went up and down Main Street telling people. We were packed.�

It�s that kind of down-home hospitality that made Dorbayan fall in love with Warrenton. Today, it still is the kind of town where people know your name, a place where there is a strong sense of community.

The appeal of the town seems to be universal. People say they love living in a small community with old-fashioned charm, but also being close enough to Washington, DC, to take advantage of all it has to offer. Like the rest of Fauquier County, more than half of Warrenton residents are commuters who work in the DC area.

A Blessing and a Curse

In a way, the blessing of Warrenton�s location is also its curse. It is just close enough to the sprawling metropolitan area to feel an ever-encroaching wave of expansion. It is a community that fears what growth may do to its storybook way of life.

�It�s such a charming town, especially during the Christmas season,� says Dorbayan. �You can go back to your childhood dreams when you go up to Main Street and see what the folks here have done.�

Indeed, Christmas is a popular time in Warrenton. Every Friday night in December the merchants stay open late, and people wander beneath the twinkling lights that adorn the trees along Main Street. There is a palpable spirit of Christmas that fills the air, as residents enjoy visiting, shopping, and listening to local choirs and bands perform holiday music. There�s also the annual Christmas Parade, and Gumdrop Square, a place where children can shop for Christmas gifts without mom or dad.

There are probably few towns that close down Main Street for parades or other events as often as Warrenton. There are parades for the 4th of July and Halloween, and a horseless carriage show on Father�s Day. Last September, Warrenton hosted a Lafayette festival to remember the Revolutionary War hero�s visit to Warrenton in 1825. Once again there was a parade, with a smiling, waving Lafayette.

Each fall, Main Street becomes a dance floor for a huge event called �Evening Under the Stars.� As a big band plays, local residents and visitors in evening dresses and suits dance the night away in the street. In the spring, the same street is shut down again for the annual Warrenton Spring Festival, which brings more than 10,000 people to Main Street to buy from craft vendors and enjoy the entertainment.

Situated in the Virginia Piedmont, Warrenton sits in the center of Fauquier, a 660-square-mile county with a population of 55,000. Fauquier is known as �hunt country,� with many large estates, purebred horse farms and champion hunt clubs. Not far from Warrenton is Great Meadow, the home of both the Virginia and International Gold Cup steeplechases, which draws thousands each year.

At the crossroads of most of the county�s major highways, Warrenton is the gateway to the central section of ever-popular Skyline Drive, 30 miles to its west.

Downtown Warrenton is a place that feels like home even to visitors. Most of the commercial district centers on a half-mile section of Main Street. At one end is the original courthouse, built in 1790. At the other end of the street are several churches that served as hospitals during the Civil War.

With its boutiques, antique shops and galleries, it�s easy to forget that Warrenton�s origins were strictly practical. Established in 1759 as �Red Store,� because of its most prominent building, a trading post, the town quickly became the hub of commerce in Fauquier County. In 1810 it was renamed Warrenton, in honor of General Joseph Warren, the Revolutionary War hero who sent Paul Revere on his famous ride.

During the Civil War, Warrenton changed hands 67 times. It was the home of the Warrenton Rifles, commanded by Captain John Quincy Marr, the first Confederate officer killed in the conflict. It was the stomping grounds of Col. John S. Mosby, known as the �Gray Ghost.� His band of rangers raided Union supply lines throughout the area, earning him a reputation as a modern-day Robin Hood. He is buried in Warrenton Cemetery, a few feet from a mass grave of 600 Confederate troops killed at the battle of Manassas.

History Draws Tourism

�Heritage tourism� is becoming an increasingly important part of Warrenton�s appeal. People come to see its lovely historic district, with many different forms of architecture. They visit Warrenton for its Civil War history, to see the hometown of John Marshall, fourth Chief Justice of the U.S. Supreme Court, and to tour the �Old Gaol.� Built in 1778, it is one of the oldest original jails in Virginia, and is reported to be haunted.

The town hopes to build on its historic tradition, and is in the process of converting Col. John S. Mosby�s Main Street home into a Civil War museum.

Still, it may be the search for small-town America that attracts people to Warrenton more than anything else.

�Warrenton is a real slice of Americana,� says Angela Denson, former director of the Fauquier County Chamber of Commerce. �It�s the kind of place where you feel you can go to visit your grandparents. It�s traditional and authentic. It represents so many things that aren�t around anymore.�

Maintaining that small community feel is the job of Warrenton�s Town Manager, John Anzivino. The town�s population has grown quickly in recent years, and he expects another 2,000-3,000 residents will move to Warrenton in the next five years. In the past, his major challenge was transportation planning. Today, quality-of-life issues seem to be most crucial � recreation, beautification, pedestrian walkways, and maintaining a sense of community.

�Growth does have a tendency to dilute the tightness of a community,� says Anzivino. �Our challenge is to find a way to reach out to new citizens and solicit their ideas to maintain what we have. We need to make them feel part of the community and foster the same spirit that other longer-term residents have.�

Many of those long-term residents knew a long time ago that growth would come.

�You can�t stop the growth, so you might as well just make up your mind you�re going to get it,� says Stan Haworth, who came to Warrenton in 1948. �All we can do it make it as orderly and attractive as possible.�

Haworth came to Warrenton to work for a national livestock magazine that was being published there. Later he started his own livestock auction business. Today he owns Warrenton Nursery, which supplies locally grown trees and shrubs to area residents. He donated some of the trees that line Main Street in old-town Warrenton.

Haworth remembers that in the old days people still liked to come to Warrenton, even though there wasn�t much to do. Pasty Cline came to Warrenton to buy cars. Oral Roberts took time off from a Washington crusade to spend time with Haworth out in the country. Haworth knew the famous preacher from the cattle business, and had developed a friendship with him.

There still isn�t much to do in Warrenton, by Washington-area standards. But that�s the appeal of the place, say many residents and visitors. It�s a place where many come to find a slower pace for a lifetime or just a weekend.

Karen Dorbayan recently moved to Fairfax to be closer to her family, but still enjoys coming to work in Warrenton. After 25 years of long hours and hard work, she�s ready to slow down a bit, and is hoping to find a partner to share the responsibility of the Depot. But Warrenton will always hold a special place in her heart.

�It�s a happy feeling to know that people recognize you, and that you know the president of your bank and the pharmacist,� she says. �I think a part of me will always love Warrenton. Even after I moved I felt myself fantasizing about coming here. There�s something here that I believe will always be here.�

Discover Warrenton�s fascinating history at the Old Jail Museum. Volunteers from the Fauquier Historical Society are full of facts and stories, and love to share. Also a great spot to pick up a brochure on a self-guided historic walking tour of Warrenton, and information on a guided ghost tour of the town. Open Tuesday-Sunday, 10 a.m.-4 p.m. (540-347-5525).

Find fresh produce, baked goods, herbs, and flowers at the Warrenton Farmer�s Market. Open through October, Wednesdays

7 a.m.-noon on Court Street, and Saturdays at 5th and Lee Streets.

Dance the night away under a canopy of stars at Evening Under the Stars, Saturday, Sept. 22, on Main Street. Great music and dancing in the street, and a chance to sample the tasty talents of Warrenton�s finest chefs and caterers (540-349-8606).

Any Saturday night during the summer it�s the Bluemont Concert Series, a big hit in Warrenton. For a $3 donation, enjoy wonderful music on the Warren Green, located at the corner of Culpeper and Hotel Streets. Styles featured include everything from bluegrass to jazz to country to ethnic. See this summer�s line-up at www.bluemont.org (703-777-6306).

One of Warrenton�s dining treasures is the Depot Restaurant, located at 65 3rd Street. Housed in the fully restored Warrenton train station, it serves Mediterranean and American cuisine. Great crab cakes, pasta dishes and fresh seafood. Outdoor garden dining available. Open Tuesday-Saturday for lunch and dinner (540-347-1212).

Another fun spot to grab something casual or fancy is Napoleon�s Restaurant, located at 67 Waterloo Street. It offers a continental-style menu, an outside terrace, or fireplace dining in small, cozy rooms. Live entertainment Friday and Saturday. Open daily for lunch and dinner (540-347-4300).

The Warrenton Horse Show is a great way to take in some of the area�s equestrian sports. It runs Aug. 29-Sept. 2 at the Warrenton Horse Show Grounds. Admission is $5 (540-347-9442).

A good old-fashioned county fair is always a lot of fun, and the Fauquier County Fair is a nice one with lots of farm flair. Pig races, livestock exhibits, games, entertainment, and a local food show. It runs July 27-29 at the Fairgrounds in Warrenton. $10 per car (540-439-1193).

For holiday shopping, Santa�s Arts and Crafts Village is hard to beat. It�s a juried craft show with plenty of vendors. Sponsored by the local Optimist Club, it runs Nov. 17 and 18 at Fauquier High School (540-347-4414).