Construction could begin as early as this month on 170 acres in northeast Apex that connects the downtown area with U.S. 64.

Plans for the Villages of Apex, include 1,300 condos, townhouses and homes, a private elementary school, a 13-acre park, 35 miles of walkways, 220,000 square feet retail shops and 80,000 square feet of office space.

"It is the last project of that scope that will be possible in our town," Mayor Keith Weatherly said.

But the size of the project is raising some concerns about traffic, stress on Apex's already strained school system and cannibalization of the town's historic downtown, which has been experiencing a revitalization of its own.

Beverly and Bob Fuller own Out of the Kiln, an art studio and craft gallery on downtown's main drag, Salem Street. They also opened a gift shop, Traditions on Salem, next door in June.

"We just opened up a second store, so we weren't real, real worried about business dropping," Beverly Fuller said. "I think the thing is that people aren't afraid of the growth if it's done right. But have we yet to see it done right? I don't know."

Apex has been experiencing a growth spurt, jumping from 7,257 residents in 1990 to 26,311 last year. Its population is predicted to climb to 31,430 by 2011.

Retailers have been following the boom, with the addition of Beaver Creek Commons off U.S. 64 and the still-under-development Beaver Creek Crossings nearby. Together, the centers encompass more than 1 million square feet of retail space.

And there is more demand that makes the Villages of Apex viable, said developer Mike Howington.

Howington is half of Apex First Development LLC, and also owner of Apex Electric. His business partner is a friend and Maryland developer named Warren Halle. Together they plan to invest at least $327 million in the project.

Already, retailers are trying to become a part of the project, said Calvin Ramsey of Coldwell Banker Advantage, a Raleigh-based company helping to lease the space.

"We haven't even marketed this thing yet, and we've just been inundated with calls about this thing," he said. "We're already being courted by several major upscale grocery stores."

Work on the Villages of Apex will begin this month or in early September, Howington said. The entire project could be built in as little as five years.

"It's going to change the whole area," Howington said. "We're actually building a new city."

Weatherly, Apex's mayor, said town planners are doing what they can to encourage developers to include new schools and infrastructure with their plans as Apex grows.

The town is planning road improvements, including the extension of Apex Peakway and a bridge over the CSX railroad tracks to help ease traffic, he said.

"We can't force the school district to acquire property, but certainly we're facilitating the discussion," Weatherly said. "We really intend to keep our growth rate at 3 to 4 percent [annually] on average."