BLUFFTON, S.C - Eight years ago the borders of this moss-draped town on the May River took in just one square mile of land, the same territory it had in 1852. It had just 700 residents, no town manager, planning department or building inspections department and earned much of its revenue from speeding tickets.

Today, Bluffton's twisted live oaks are still hung with moss, but after an aggressive campaign of annexations aimed at fending off low-quality development, the town has swelled to more than 50 times its original size, its population has grown tenfold and it is quietly gaining fame as home to one of the nation's fanciest new housing developments, Palmetto Bluff.

Like North Carolina's mainland coastal towns, Bluffton sits on a picturesque shoreline behind a barrier island celebrated for its beaches. But growth on the Lowcountry mainland near Hilton Head has been booming for years; the Bluffton experience offers lessons, and warnings, for North Carolina.

Beaufort County has become the fastest-growing county in South Carolina, as retirees flock in, along with workers to build their homes, mow their lawns and cook their meals. The population of the county, which includes Bluffton and Hilton Head, jumped about 40 percent from 1990 to 2000 (86,425 to 120,937), and has grown more since.

Residents of North Carolina's mainland coast face a similar explosion of growth. As they drive past billboards for the new subdivisions and condominium projects that will add about 35,000 new homes, they are beginning to wonder what their future will look like.

If that future is Bluffton, it will look like this: a historic town center that has kept its unique character, overflowing schools, thousands of new jobs in service and construction work, an influx of immigrant laborers and commuters who clog a road system that suddenly looks small.

Bluffton has responded by wringing impact fees and other money out of developers to try to shield existing residents from the costs of growth and with significant environmental regulations to protect the May River, still so clean that pods of dolphins make it their home.

The key move, local leaders say, was the annexation, which swelled the town's size but allowed stricter zoning than the eight or more homes per acre Beaufort County would have permitted.

"This growth was coming, no matter what," said Cece Caldwell, who as a town board member in 1998 helped lead the movement to annex vast tracts. "The question was who was going to control it.''

Birth of a boom

Bluffton's boom started in 1994, when the Del Webb Corp. opened one of its trademark Sun City retirement communities a few miles inland of town. Many locals thought that several thousand senior citizens wouldn't add many kids to the school system or crowd the roads at commuting hours.

More developers followed Webb, though, and thousands of workers came to build houses, mow lawns, clean pools, staff the new banks that were financing homes and work in restaurants and the other service businesses that the newcomers needed.

It was a new world for the town, which had to act quickly or be overrun by growth.

Lesson one, said nearly a dozen town officials and local residents: Get as much money from developers as you can, as early as you can, to pay for roads, schools, utilities, emergency services, even additional planners.

Even the biggest developer in town agreed.

"It should be built into the developers' [financial plan], and if it's not, you've got to ask yourself why they should be allowed to build," said James W. Mozley, president of Palmetto Bluff, which is being built by a Duke Power subsidiary. "A development should pay its own way. It shouldn't fall on the shoulders of someone whose family has lived in a place for generations."

The Palmetto Bluff tract -- at 21,000 acres a third again as big as Chapel Hill -- was the first big annexation. The developer and town took 14 months to negotiate a legal agreement detailing what could be built on the land, how it would be built and how much the developer would pay the town for providing services.

When the agreement was signed, the developer handed over a check for $250,000, which the town used to hire its first town manager and new planners. Since then, Bluffton has reaped more than $1 million in additional fees from the project, even though Palmetto Bluff is still years away from adding a significant number of residents.

For a home built in Bluffton, town and county impact fees for needs such as roads, parks and libraries total nearly $3,200. That's not enough, say town leaders, because the state doesn't allow impact fees for schools. The county, meanwhile, doesn't think voters will support bonds to pay for all the new schools that are needed.

Sandwich shop owner Lou DiMayo, 35, moved to Bluffton a year ago. His extended family has enrolled eight children in the Beaufort County school system. On a recent day, DiMayo dropped off the younger of his two sons at Bluffton Elementary. "He's in a portable [mobile home classroom], and I don't like it, but what can you do?" DiMayo said.

The odds were better than 50 percent that he would be in a trailer: There are now 30 mobile classrooms, and 26 inside the school. Next year there will probably be 38 trailers, said the principal, Kathleen Corley.

Much of Corley's time is taken up with updating enrollment projections and calculating the right class size at the start of each year so the classes can simply grow to accommodate the growth rather than multiply, which would be more disruptive.

"You adapt," she said. "It's like you're picking up this big stack of packages -- you balance this one here, and oh, OK, that one balances there."

County voters approved $44 million in school construction bonds in May, mainly for one elementary and one middle school, both to be built in the Bluffton area. But that will only slow the increase in mobile classrooms: Bluffton needs yet another elementary school, but the county didn't include it on the bond referendum for fear the voters would turn down the whole package, said Jill Weinberger, a spokeswoman for Beaufort County Schools.

Three years ago, an elementary school opened to help alleviate crowding at two others in the Bluffton area. Those two schools are still crowded, and the new one opened with 480 students in a 580-child building. It now has classes in trailers, too.

Worker shortage

The booming labor market has made good workers scarce in the Lowcountry, attracted thousands of immigrants and spread development inland where property is more affordable. The jobs, though, stay near the water, something that creates a tide of traffic that begins before dawn each day.

In the construction trades, there have been more jobs than locals to fill them, and more companies needed than home-grown entrepreneurs can provide.

"No one is really from South Carolina, even business owners," said Andrew Gregg, 38, the owner of Southeastern Engineering Solutions, an 18-month-old electrical and heating and cooling contractor in Bluffton. "It's almost like a gold rush, where the area boomed, and then has continued to boom and people are moving here and starting their own businesses."

He and his five workers are on the roads every day.

Gregg commutes to the Bluffton area from Ridgeland, about 20 miles. He and his technicians, who commute from a community near Savannah, try to reach their job sites at 7 a.m. each day to minimize driving in traffic jams. Otherwise, 15 miles can take two hours or more if there's a problem. Then they knock off at 3 p.m. for the same reason -- and still often get caught in traffic.

The area may be awash in jobs, but most are in relatively low-paying service and construction work. Average income in Beaufort County is well above the state and national averages, thanks to well-heeled retirees. But the jobs there don't pay well. Last year, the average weekly wage in private industry was $564, well under the South Carolina average of $623.

A county committee set a goal this summer of trying to lure 10 companies with jobs that pay higher than the area average.

Still, plenty of jobs is a good thing, said Fred Hamilton, a town council member whose family has lived in Bluffton for generations. When he was growing up, many locals earned their income from the May River and oysters. If you didn't want work in the seafood business, he said, you had to drive elsewhere to find it, and many commuted to Savannah.

He sells cars at a local dealership and said it's great to have a job practically around the corner from his home instead of having to commute, given the area's traffic.

"We were just a one-horse town before," he said. "Now we have jobs and shopping, and bringing those things was great. But what we don't appreciate is the overcrowding. At some point it gets so overcrowded that you don't want to even leave the house."

Many of the newcomers to the area are Hispanics, posing fresh challenges for local governments, who have to spend more on teachers of English as a Second Language and other bilingual workers.

The Lowcountry boom helped give South Carolina the fastest growth in immigrant population of any state -- 48 percent from 2000 to 2005, according to the Pew Hispanic Center.

At Bluffton Elementary, there were two Hispanic students when the school opened seven years ago. Now Hispanics make up more than a third of the enrollment of just more than 950 children.

Spanish-speaking residents are so numerous that the Town of Hilton Head decided in August to give $1,200-a-year raises to town employees who demonstrate that they can speak, write and understand Spanish. In 2001, the Beaufort County sheriff's department started a similar program.

Luis Bell, director of the Latin-American Council of South Carolina, which is based on Hilton Head, estimates that 20,000 Hispanics now live and work in the coastal area south of Charleston and north of Savannah, Ga.

Last oyster house

With the fishing industry badly depressed because of cheap imports, tough regulations and high fuel prices, the fish houses and crab processors along North Carolina's coast where watermen sell their catch have been closing in alarming numbers. Often, a developer is waiting with a fat check, and the property is sold for houses or condominiums.

Oyster houses, the Lowcountry equivalents to fish houses, are almost gone. The only oyster house, where the shellfish are cleaned and shucked, left in South Carolina is the Bluffton Oyster Co., which opened in 1899.

The operators say that it would have closed, too, if not for a radical step: The county bought it to keep it open, and leases it at a subsidized rate to a family with a long history in the oyster business, the Toomers.

"It's a tough enough row as it is now," said Tina Toomer, who along with her husband, Larry, runs the business.

With its ramshackle ambience, dogged insistence on selling only high-quality local seafood and its place in history, it also has become something of a tourist attraction, with T-shirts for sale and a world map on the wall with pins for the homes of foreign visitors.

Beaufort County's purchase of the oyster house echoes ideas discussed by activists who want to protect North Carolina's traditional waterfront businesses.

In this case, government was the only way to keep alive an institution that locals value not just for the atmosphere, but also for preserving property values, boosting tourism and ensuring a place to buy local seafood.

Toomer, who is on the town planning board, is convinced that one of the smartest things it has done during the boom is take strong steps to protect the May River, which is still regarded as one of the cleanest in the state, and which is still the source of some of the oysters that her business sells.

"We're lucky in Bluffton because we have a lot of watchdogs," she said. "The public is really aware of the issue and we make a big deal about it here.''

Bluffton has a natural resource director on staff, unusual for such a small town. When the boom started, it also quickly enacted regulations to control runoff and other potential problems from development. It banned septic tanks in new developments, approved construction setbacks from the river's upper reaches that were three times greater than the county allowed, and elsewhere enacted setbacks twice as great as the county's, said Mayor Hank Johnston.

Palmetto Bluff, which has miles of waterfront, is using even greater setbacks than the town mandates: Along one stretch, just 10 homes will be built on 500 waterfront acres. It also is being built so that most of the land drains runoff inward, away from the river into closed waterways that are being dug all the way across the development. The contract it signed with the town also bans private docks on the river and in-water fueling. Boats will be stored on land.

If Bluffton hadn't acted quickly when it became clear that Palmetto Bluff would be developed, the May River -- the centerpiece of the town's charm -- could have been damaged, and problems with traffic and schools could only have been worse, said Lucy Scardino, a former head of the town historical association and another leader in the annexation push.

The lesson, she said, is to think about the future and plan for growth before it arrives.

"The people in North Carolina, they have no idea how fast this will be on top of them," Scardino said. "You can't see a tidal wave when it's 10 miles out. Well, right now, the water has disappeared out to sea, and they're wondering why.

"If they don't deal with this now, they'll forever be paying the price."

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