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As a child in the 1930s, Bill Petersen wasn’t allowed to do this without a grown-up present. Now, at age 75, he takes the skeleton key from its hiding place in a third-floor bedroom and unlocks the door to a steep, winding staircase. Dead ladybugs crunch underfoot with each step higher. At the top, he braces himself, pushes open a hatch and plants his boot onto the wood deck above his great-grandfather’s 1888 summer cottage.

From the Tower, as the family calls its rooftop perch, Petersen gazes down on dozens of the waterfront properties around Lake Geneva, Wis. Houses, piers and boathouses now fill a shoreline where Petersen once viewed patches of green, open space. He points through the canopy of black oaks to one of the modern houses crowding the far shore. That new one, he says, is much bigger on the inside than his 13-bedroom home.

But his vintage Black Point estate, along the southern shore of Geneva Lake, still has a six-acre stand of trees. It still has the granite slab out front for stepping down from a horse-drawn carriage, and the wraparound veranda for catching the lake breezes in the absence of air-conditioning on hot summer days. Chicago brewery baron Conrad Seipp paid only $20,000 to build this wooden Queen Anne beauty, much less than the $250,000 he spent around the same time on the family’s imposing stone mansion on South Michigan Avenue.

One hundred fourteen years later, the value of the Lake Geneva property and its contents could exceed $10 million, and Petersen, Seipp’s great-grandson, wants to give it all away to the State of Wisconsin to preserve as a museum. Many of his wealthy neighbors, already worried about the growth and development around the lake, see Petersen’s plan as nothing less than an invitation for curious tourists to invade their hideaways. Better to tear down the place, some say, and clear the land for half a dozen private homes more like their own.

As Petersen surveys the lakeshore vista from his tower, a yellow school bus is making its way to the house with a load of jurors from the courthouse in nearby Elkhorn. The legal struggle between the Petersens and their neighbors is playing out in a weeklong trial, and the jury wants to see the place for themselves.

Bill Petersen scans the skies with a worried look. From the Tower, he can see rain clouds moving in, darkening the lake’s bright blue water. It’s about to pour.

On Friday afternoons in the summer, Lake Geneva becomes a parking lot. Route 12 barely moves. And as for 50? Well, better to go around, driving twice as far in half the time. A bypass is planned around the downtown, but no one’s particularly optimistic that it will relieve the congestion. The bigger the road, the more people will come, they figure.

And come they have. The population of Walworth County grew 25 percent in the past decade, making it a rare spot indeed. The nation has 3,140 counties, 2,303 of them rural and 332 of those primarily recreational. Most Midwest farm counties are depopulating, as deaths outnumber births and young folks flee for jobs outside agriculture.

But Walworth is among the fastest-growing counties in the nation, and it’s no mystery why. Since Conrad Seipp’s time, rich Chicagoans have come here to play. Its epicenter of Lake Geneva–the Newport of the West, as it’s known–is just 82 miles from State and Madison. City luminaries from the gum-making Wrigley clan to the City Council’s Richard Mell own homes along the water.

But as the growth accelerates, the county is increasingly fragmenting between haves and have-nots, lifers and newcomers, tourists and working stiffs. To some of those who love it, Walworth County is losing the qualities that make it so attractive: its roots in the land, its small-town friendliness, its respect for privacy, its cleanliness and safety. Yet everyone appreciates that those folks from Chicago with cash to burn spell opportunity.

“It’s almost schizophrenic,” says Kenneth Johnson, a Loyola University rural demographer who has studied the county’s growth. “It is a beautiful area, and many people want to enjoy it. But more people coming in won’t help it retain its appeal. It’s a dilemma being faced in every recreational area. These are in many ways very fragile, but that’s where everybody wants to be. How can you have more people in them and preserve them?”

Though the compromises don’t come easy, to some extent Walworth County has it made: Each of its four biggest towns of Lake Geneva, Whitewater, Delavan and Elkhorn has maintained a distinct personality, and by most measures they’re thriving.

Unlike so many rural counties desperate for any kind of prison, slaughterhouse or pig farm, fast-growing Walworth can afford to pick and choose. Its contentious local politicians are famous for telling developers where to go. “Dockominiums” on Geneva Lake? Think again. And what other country people get away with bullying the likes of Home Depot and Wal-Mart into beautification programs for those ubiquitous big-box stores?

Businesses ranging from Kikkoman soy sauce to Trek mountain bikes have put down roots here, drawn by the proximity to big cities and the attractive workforce. Average incomes are higher and poverty rates lower than in Wisconsin overall. Property values have soared, up 36 percent in the past five years county-wide. On the lakes, the sky’s the limit.

In the 1980s, when the county population grew just 5 percent in the decade, local attorneys and real-estate agents were waiting for lake houses to start breaking the $1 million level. Now, almost nothing is available for less than $1 million on Geneva Lake.

Just ask Patrick Arbor, a Chicago Board of Trade veteran. His cottage, with its narrow 52 feet of shoreline, went on the market this spring for $1.35 million. “It’s a shack,” he says. “Really.”

The annual property taxes on his shack are $8,000, and that’s another hot topic. The taxes on Black Point, with its 650 feet of heavily wooded lake frontage, are pushing $50,000 a year. Fully one-quarter of the local property-tax bills are sent to addresses in Illinois.

And while the out-of-town homeowners who don’t vote here gripe about taxation without representation, the locals complain that state funding rules send a big part of that tax haul to less well-to-do Wisconsin counties. In fact, Walworth’s schools spend less per pupil at $6,727 than the state average of $7,413.

The view on taxes is just the beginning of the differences between Cheeseheads and Illinoyances, of course.

For the locals, that honking stream of SUVs and luxury sedans with Land of Lincoln license plates amounts to a plague. And it’s easy to imagine what contractors in the area think of Illinois residents importing their own tradesmen to ensure a quality job.

Handshake deals are no longer the norm, notes Whitewater attorney Mark Olm. “An awful lot of these wealthier folks apparently made their money by being tough business people and being very contentious,” he says. “Up here, you call the painter in March, tell him what color you’re thinking about, and you don’t hear from him until he shows up in August to power-wash your house.”

The casual approach to life might be part of Lake Geneva’s attraction, but it’s tough to maintain when the rules of evidence govern conduct among neighbors–as in the fight over turning the Conrad Seipp estate into a state-owned museum. At the Walworth County courthouse during a break in April’s weeklong jury trial, lifer Doris Roan explains what the case is really about.

“We call ’em flatlanders,” she says, spitting out the word. “They want to move into the country, and when they get here, they citify it. Essentially, they don’t have any respect for us. They think they’re better.”

Roan is a fan of Petersen and wife Jane Jordan Browne, a retired lawyer and a literary agent from old-money Chicago who nevertheless, in her estimation, appreciate the county’s traditional qualities.

Throughout the trial, the Petersens’ attorneys rarely miss the chance to attack their opponents for elitism. The aim of the lawsuit, attorney John Olson tells the mostly blue-collar jury, is keeping “folks like you and me out of their neighborhood.”

It’s a theme Olson hammers on in his cross-examination of the plaintiff’s lead witness, neighbor Stephen Sills, a 61-year-old Chicagoan (and brother-in-law of John Madigan, chairman of Tribune Co.) who says his family has been coming to Lake Geneva for generations:

Olson: “You told us earlier that [museum bus] traffic was a major concern?”

Sills: “It’s one of the concerns, yes.”

Olson: “But you also told us that you’re not interested in keeping people out.”

Sills: “Not a bit; that’s correct.”

Olson: “Now if they can’t come in by bus, how could people get in there?”

Sills: “They’d have to be invited by the owner.”

Olson: “So, you’re willing to let anybody come that the owner invites one at a time?”

Sills: “Absolutely. Anytime. Any owner can invite anyone they want to their property.”

Olson: “What you really object to is letting the public in there, isn’t it?”

Sills: “No.”

Olson: “Well, how is the public to get in if they can’t travel by tour bus or boat?”

Sills: “I can’t answer that question.”

Olson: “You don’t mind the public using the property; it’s just that you can’t think of any way they could travel to get there?”

Sills: “I suppose that would be the case.”

The attorney representing Sills and the other museum opponents argues that Petersen’s neighbors are fighting to preserve what’s best about Walworth County, by heading off an invasion of buses and boats into a quiet, residential spot. The case isn’t about “some snooty people” who want to keep the public out, Lisle Blackbourn tells the jury, but rather “nothing less than a planned assault by land and sea on a neighborhood.”

Rhetoric aside, the case turns on a 90-year-old covenant that restricts certain activities along the waterfront. It was signed in 1910 and again in 1913 by the wealthy Chicagoans whose summer homes ringed Geneva Lake, including members of the Seipp, Lytton, Harris, Drake, Ryerson and Hutchinson families. The agreement rules out penal institutions, public amusement parks, commercial ice houses or any other development inconsistent with maintaining a “first class residence.”

For nine decades, the covenant has kept the area mostly rural and residential, so any plan that would bring as many as 29,000 tourists in a season must be a violation, Blackbourn argues. Olson counters that forbidding the museum would be a gross misuse of an agreement that was never aimed at keeping people out.

Indeed, Walworth County has always brought them in, as the current wave of migration reflects. Even as Conrad Seipp was arriving in Chicago from Germany during the mid-1800s, elegant cityfolk were traveling to the lake by wagon for boating and recreation. The railroad arrived in 1871, just after the Chicago Fire, and travel expanded along with the market share of Seipp’s beer.

By 1888, Seipp’s was one of the city’s favorite brews, and private steam launches were greeting trains at the Williams Bay docks, ferrying the extended families and friends of the mighty industrialists to their lakeside getaways.

Besides services for the visiting Chicagoans and some light industry, farming dominated the county. In some ways, it still does, with 62 percent of the 555 square miles under cultivation. Just southwest of Black Point, around the town of Walworth, a flat patch of deep topsoil known as the Bigfoot Prairie yields some of the most abundant corn and soybean harvests in the state. Another patch to the north known as Rock Prairie also is rich as potting soil.

Yet no matter how productive these lands, their value for development is likely greater. The county lost about 20,000 farm acres between 1987 and ’97, and the pace of loss is quickening.

Third-generation Walworth County farmer Allan Polyock says the end is near. “If I’m not mistaken, agriculture’s dead in Walworth County in 10 or 20 years.” Polyock’s son Matt still farms 2,000 acres near the Illinois border, but the clan has lost hundreds of acres to development. The Polyocks grew corn on the 65 acres outside Lake Geneva that became Wal-Mart, and the 110 acres around what is now a much-needed sewer plant. “Progress, I guess,” the elder Polyock muses. “That’s what they call it.”

As the county grows, working as a farmer gets tougher. Matt Polyock sees a lot of middle fingers when he pulls his equipment onto the side roads that once carried so little traffic. Just recently, new complaints have prompted enforcement of an oft-ignored ordinance requiring him to clean up the mud he tracks onto the streets.

His dairy-farmer neighbors have it tough, too, as newcomers complain about the odors that waft from milking barns and pastures to their pricey homes. “I feel like telling them, ‘Hey, that was there a long time before you were,’ ” says the younger Polyock, a strapping 23-year-old with an arch grin.

Preserving the farms is an important part of Walworth County’s master development plan, which is something of a model for the state. It provides guidelines for limiting industrial, residential and recreational uses. And, in truth, farmland isn’t going away so very fast compared to areas closer to Chicago. But as the county’s population grows, and land values shoot higher, money paves the way. The best ground is worth roughly $4,000 an acre planted with corn and soybeans, but at least double that when planted with houses or fairways. Even with 17 public golf courses across the county, tee times can be hard to come by.

Farmers and other landowners cashing out for retirement naturally want to sell their holdings to the highest bidder, and they resent being told what to do with their land, says the elder Polyock, who serves on the county board.

But won’t the county lose its rural character? “Yeah, it probably will,” he says laconically. “It’s a land grab.”

Walworth County already is too far gone for many lifers. Before the boom of the 1990s, development increased steadily for decades. The area has long had attractions beyond its lakes, from the Alpine Valley skiing mecca and the Geneva Lakes Kennel Club dog track to the newer Timber Ridge water park and the busy bars of downtown Lake Geneva.

For some residents, a vision of the downscale tourism that could overwhelm their area is just up the road in the Wisconsin Dells. “If you go to Lake Delton, every piece of shoreline is so commercial,” says Daryl Braun, a Chicago business owner who retired to Walworth County several years ago. “Not to say the Dells are bad, but that’s not what they want here. . . . It is so private.”

Braun is a dedicated opponent of the Petersen museum project, considering it “the chink in the armor.” He lives near both the Black Point estate and another of the few old lake homes that weren’t torn down over the years. “Is that the second home on the tour?” he asks. “They could bring tour buses right in front of my house.”

Sightseers already are an issue, because they often park on private property in the neighborhood to access the public walking trail that loops around Geneva Lake. “They’re snooping,” says Braun, who attended the Black Point trial. “I guess that sounds snobby, but to me it’s an invasion of privacy.”

Braun and others find no comfort in the broad outline of the museum plan, which calls for the state to take over the house, then pay $3.4 million for renovations and an endowment to cover operating costs. The funding was approved in 1997.

What if Black Point becomes a financial drain for the state, asks neighbor Antoinette Vigilante, a North Shore real-estate agent who opposes the plan. “They could turn it into anything they want.” Yet Vigilante’s husband, Board of Trade veteran Arbor, plays down her concerns and strongly favors the museum idea.

The Petersen plan has divided residents since the family first floated it in the early 1990s, and it has barely cleared hurdles such as zoning approval. Opponents are skeptical of the Petersens’ claim that the estate’s historic integrity could never be preserved if it were updated for year-round use by a new owner. They describe the giveaway to the state as a tax dodge for the Petersens, because it will relieve the family of a property-tax burden. It also presents the opportunity for a substantial tax deduction, though the Petersens have pledged any federal tax savings to the property’s endowment fund. Opponents also regard the preservation plan as an egocentric effort to glorify one family at the expense of many others, an assertion that Blackbourn mentioned in his closing argument at the trial.

Such sniping has rattled Bill Petersen, who keeps both favorable and hostile clippings in two worn black binders at his shingle home–the smaller, newer house on a corner of the lake property that he would keep in the family even if Black Point becomes a museum. Thumbing through the thick books at his dining room table overlooking the lake, he’s reminded of one of his favorite quotes from a supporter summarizing the case: “The have-nots want to see what the haves have, and the haves won’t have it.”

Such class-conscious behavior is contrary to the ways of Walworth County, he says, a spot where a camp for underprivileged children was founded more than a century ago, with the rich inviting the poor kids for pleasure cruises on plush private steamboats. Now only the William Wrigleys, the Patrick Ryans and a few other families are carrying on the traditions, Petersen says. “There’s less of that now than there was then.”

Yet while so much has changed since the age of enterprise, the house has stayed remarkably the same. Throughout the generations, Conrad Seipp’s descendants have used it only during the height of the summer, and it still has no furnace. Sheets cover the furnishings for most of the year, and it takes six weeks of determined cleaning to open it for the family in mid-June.

Many lakeshore homes of the era adopted the Queen Anne style, but German-born architect Adolph Cudell gave the Seipp house the rich ornamentation of a stick-style chalet, from the spindlework of the wide verandas to the fish-scale siding and fretwork. Inside, its open layout allows quiet adult activities to co-exist with the usual mob of kids.

Recreation in the old days was purposeful. Visiting tutors taught Latin and German to Seipp’s eight children and other young relatives. Everyone had chores to do, and Petersen remembers laboriously watering newly planted trees on the property during the dry years of the early 1930s.

It’s easy to imagine the men gathering on summer evenings around the billiards table that Seipp first acquired to entertain the homeless houseguests he took in after the Chicago Fire. On a rainy day, the women of the family would be in their black wicker chairs on the broad veranda working a needle or reading, while children driven inside from the spacious grounds outside would play at their feet.

The family often ate on the veranda, too, at a table seating 40. Dressing for Saturday dinner was a must, along with uniformed servants, bone china, crystal goblets, silver cutlery and a linen-draped tabletop. Most of the original utensils are stored in the dining room’s massive, built-in buffet, and it’s possible to eat a meal at the Petersens’ with all the same trappings used by Conrad Seipp himself.

On the April day that the jurors arrive from Elkhorn, the furniture still rests under its white winter sheets. Much of it is surprisingly big and heavy for a lake cottage, sporting the columns and pediments of the Renaissance Revival style. Petersen, whose dignified bearing brings to mind the late “Paper Chase” actor John Houseman, points out some toys as he escorts a visitor through the house. He loves the restored music box, big as a dresser, that plays “The Star-Spangled Banner” from a perforated metal disc the size of a large pizza.

He gathers speed as he climbs up the broad stairs, past the home’s original bathroom–“One was considered quite enough”–and stops to lift a corner of the sheet protecting his grandmother’s sprawling, 120-year-old doll house in the second-floor hallway. “I was here every summer of my life,” he says. “We had wonderful games of hide and seek.”

Upgrading the house to today’s standards, with modern heating, plumbing and an excavated basement, would mean “everything would be torn out,” Petersen says. The obvious alternative to preservation, he says, is selling out to one of the developers who want to knock down the cottage and subdivide the property, maximizing its value.

Bill O’Connor, the Madison attorney helping Petersen push through his museum project, calls the house “one in a million. You feel like you got off [a] time machine and stepped into the scene,” he says. “How could it stay the same for so many generations? [Because] no one ever said they want a room with Naugahyde or Formica or cable television or God knows what. It just never happened.”

O’Connor says the Petersens, who have no children, are too shy about “tooting their own horn” in making the gift: “They had a genuine motive to make this treasure available to the public. They didn’t want it to be a private retreat.”

The jurors arrive, a white flashing light on top of the bus announcing their presence. They walk the grounds, heads craning, then file back onto the bus as fat raindrops start to spatter the ground and the wind kicks up. They never see the inside of the house, because of vague concerns about safety and fairness, but they’ve seen pictures.

The next day they begin their deliberations. After they leave the courtroom, Judge Robert J. Kennedy makes an unorthodox announcement. Keeping the microphone turned away so his voice won’t carry into the jury room, he reads his own ruling. The jury’s decision will supersede his, he explains, but in the event an appellate court rules that a judge should have decided the case as a matter of law instead of granting a jury trial, this process won’t need to be repeated.

His ruling is this: The great lake homes were built to accommodate large numbers of visitors, Kennedy says, so those signing the 1910 and 1913 covenants could not have intended to keep people out. Making Black Point into a historical site for tourists to visit is entirely consistent with the intent of those ancestors, he rules.

Just before 5 p.m., there is a knock on the door, and the unanimous verdict is in. Jury foreman Frank Chesen Jr. observes that the judge looks relieved as the verdict is read and proves to be much the same as Kennedy’s ruling.

“I wasn’t convinced that by turning this into a historical museum that would change the ‘first-class residence requirement,’ ” Chesen explains later. The jurors, none “anywhere near” the economic status of the plaintiffs or defendants, all agreed the public should be allowed into Black Point, says Chesen, a 53-year-old math teacher at Wheatland Center middle school. “It’s someplace I’d really like to see myself someday. I think people deserve a chance to see what it was like 115 years ago.”

Before any museum opens, ownership of the property must transfer from the Petersens to the state. Family members and professionals would catalog the contents and oral histories would be taken. A kitchen wing added onto the house in the 1940s would be replaced by a heated office and visitors center. A separate patch of Petersen farmland would be converted into a shuttle-bus transfer point for tours. A non-profit organization would supervise the project, with the Petersen family represented on the board.

The soonest it could open is fall 2003, attorney O’Connor says, and that’s very optimistic. The verdict may be appealed, or the state funding in Madison overturned. Other unforeseen impediments could be raised.

This is Walworth County, after all, and projects of greater weight have been stymied before, even as houses sprout, golf courses replace farmland and the tourist cars stretch from downtown Lake Geneva to the North Shore.

“It’s only the beginning,” Bill Petersen says. “Who knows what’s next.”