Later this year, Cook will herd his 400 cattle into trucks and move to a new spot outside Roanoke, Va. Developers plan to replace his family farm with a massive, ``main street''-style retail and apartment development modeled after Phillips Place in Charlotte. The complex could, according to its designers, eventually include that new multiplex all the the kids are pining for.

Cook says leaving Mecklenburg County, where his family has farmed for more than a century, makes him sad. But he's practical, flexible.

And in his quiet way, almost glad the end is here.

``There are still a few people like me, a few old-timers, out here,'' Cook, 46, says with a resigned sigh. ``But we're getting harder and harder to find.''

His family has stepped aside before. In 1964, Duke Power flooded over the banks of the Catawba River, including the Cook family farm, to create Lake Norman.

It remains one of the pivotal moments in modern Charlotte development: Decades later the emergence of the lake as a popular residential spot would shift development from south Charlotte up Interstate 77.

Then, Cook's parents moved just five miles down the road. Their only neighbors were other farmers, the only traffic the steady movement of grazing cows.

Cook began working the family farm as a child, milking cows, stacking bales of hay and simply enjoying a childhood outdoors. He loved the stillness of the air in winter, the glow of stars and fireflies on warm summer nights.

The simpler way of life.

``I'm not one of those people who sees Target as progress. To me, I don't quite understand why people need all that stuff.''

His parents didn't push Cook to go into the business. They told him to go to college, encouraged him to consider other careers.

But Cook sees nobility in the family work. He labors at least 70 hours a week and spends his little free time restoring old furniture and riding horses. His greatest thrill in life comes every time he helps one of his cows give birth.

Over the years, the state has widened Sam Furr Road from a dirt track into a four-lane highway. Almost all Cook's neighbors have sold their land -- most for tremendous profits.Birkdale, the 615-acre golf course and residential development, sits directly across the street from the 30 acres Cook is about to sell and the almost 200 more he leases.

Hidden from the road, up a long, winding gravel driveway, Cook's farm takes up prime real estate less than a half-mile from NorthCross. Tall groves of oaks protect the dusty pickups of career farmhands. Packs of black and white Holsteins, their milk bound for Harris Teeters across the South, graze the dry, lonely meadow that in the spring blossoms with alfalfa.

The only hint of Exit 25 -- of the future -- is the steady, stereo drone of cars passing on I-77 and Sam Furr Road. Cook, a savvy businessman with a degree in animal science and a family legacy of farming, knows that sound:

Progress.

``We're not going to be losing much,'' Cook says of his upcoming shift 100 miles north. ``It's the same kind of environment, just a little further outside the city. The only thing we're really losing is the traffic.''

But the people around him, the people who live and work up here, are losing something, Cook says.

It's been almost 10 years since the first piece of farmland was sold at Sam Furr Road and I-77, since the first plans for Exit 25 were drawn. For a time during the early 1980s, James Cook leased that first stretch, the one that gave way to Target and Fuddruckers and Lowe's.

Now as he sells off his plot, the last piece of farmland at Exit 25, he's sounding a warning for the future.

``They think, when they move into their new homes and their new subdivisions, that they're moving out to the country, that they've escaped the city. But as soon as I'm gone, this stops being the country.

``Then, I fear, it's just another spot in suburbia.''
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