Developer Brian O'Neill said the first stores will open in May 2009 at Uptown Worthington, the 96-acre, $420 million "small city" he is planning at the old site of National Rolling Mills, U.S. 202 at Pennsylvania 29 in East Whiteland Township, Chester County.

O'Neill, chairman of O'Neill Properties, King of Prussia, is raising power lines, ripping out a railroad bed, widening nearby roads, and opening Little Valley Creek from its underground pipe, to prepare the property for 745,000 square feet of stores, 185,000 square feet of office space, and 377 homes.

Speaking before an audience of Great Valley Chamber of Commerce members, whom O'Neill treated to a free lunch at Penn State's satellite campus near the site, O'Neill said the 303 condos will start at about $300,000. He also plans 74 townhouses.

He called the project "a Disney-esque, ground-up creation of a city," and an example of a recent trend among developers to mimic aspects of busy downtown street life in distant suburbs. Philadelphia developer David Grasso recently began opening stores at a similar, city-like, mixed-use project, the 140-acre, $120 million Valley Square center in Warrington, Bucks County.

O'Neill said most of the interest in the homes has come from empty nesters, but he also hopes to attract recent college graduates employed by local companies but turned off by Chester County's dominant family-size tract homes. He said the project, when built, will pay a net $5 million yearly into East Whiteland Township and Great Valley School District coffers.

Earlier this year, O'Neill Properties said a Wegman's supermarket and Muvico theater will be built on the site. The Muvico will include high-price box seats, O'Neill said. According to the developer, "movies define who we are as a culture."

The developers have also been talking to Target Corp. about a possible store, although no deal has been made.

O'Neill said he was also expecting a long list of national chain retailers and chain restaurants. He said he would set aside 20 percent of the stores and restaurants for local operators at discount prices, adding: "The first 80 percent pays my mortgage; the last 20 percent makes it cool." He is looking for a locally based "Irish pub operator," among others.

He said two hotels are among the tenants he is expecting, with rental rooms at $145 a day. One urban touch: parking meters for some spaces, designed "to turn the spots every 45 minutes."

The demolished mill, which once employed more than 500, operated in its final years as a unit of Worthington Industries Inc. The site is surrounded by corporate properties, including drugmaker Wyeth Laboratories on the south, mutual-fund giant Vanguard Group to the west, and Great Valley Corporate Center across 202 to the north.

O'Neill said he was spending $10 million to free Valley Creek from the underground culvert that carried its waters below the mill. In its current newsletter, Valley Forge Trout Unlimited praises O'Neill's decision to free the stream, but adds that it is still worried that storm runoff from the roofs of the stores O'Neill is building may damage the creek, whose waters flow into Valley Creek and join the Schuylkill at Valley Forge.

The center of the project, a walkers-only plaza in front of Muvico, is supposed to evoke the feel of busy Grafton Street in Dublin, Ireland, O'Neill said.

He said Uptown Worthington has served as a model for a larger O'Neill Properties project, Sayreville Seaport, which his company is developing with the support of the local economic development authority on the site of the former National Lead Co. works, on the peninsula where New Jersey's Raritan River empties into an arm of the Atlantic.

That proposal includes up to 7 million square feet of construction on 453 acres.