From its faded Victorian houses to its weed-strewn waterfront, Penns Grove, N.J., is buzzing with rumor and hope.

"I've envisioned something like this for years," resident Adele Stalcup said. "I'm almost afraid to believe it."

What has slapped awake this sleepy town of 5,200 are the plans of actor Bruce Willis, a local boy from the adjoining township of Carneys Point. Willis wants to sink $50 million into Penns Grove, creating an entertainment and retail complex on the Delaware River.

Promising hundreds of new jobs and a flood of tourist dollars, the project would pump life into what has become New Jersey's second-most depressed municipality. Indeed, it could prove to be the biggest thing to hit Penns Grove since World War I, when the town swelled with hundreds of DuPont Co. munitions workers.

But to make it work, Penns Grove must pull visitors from more affluent places like Wilmington, less than four miles west as the crow flies. One tactic would have a ferry link Penns Grove with New Castle, Delaware City and nearby Pennsville, N.J. – perhaps with on-board gambling.

The idea is to make this town of less than one square mile a place to go to – rather than a place to be from.

"Maybe it'll liven up this town. It's a deadbeat town for sure," said Chad Thornton, 19, as he bought fishing worms at Banco's Riverside Pantry on Main Street.

Willis, through his development company, Screwball Inc., has proposed a hotel, a nightclub, waterfront bars, a marina, a fish and farmers' market, a four-screen movie theater and more. He has already sunk $1 million into the project, signaling he means business. Work on the ferry dock may start next spring; the marina is perhaps three years off.

"It's the greatest thing that ever happened to Penns Grove," said Helen Palcko, who was elected Senior Queen at Saturday's Penns Grove Day festival.

"It's going to bring jobs – plenty of them," Alfred Rasin said as he slapped ribs onto a barbecue.

Rasin's booth was one of a dozen or so along the river, feeding festival-goers in the dusty lot where Willis wants to build.

But sometimes it all seems too good to be true. Stalcup, an attorney minding the Banco's general store for her aunt, looked across the street to the empty lot that would house Willis' complex. "I don't want to be disappointed," she said.

Earlier disenchantment

The locals have heard it before – developers with big ideas for Penns Grove's crumbling waterfront.

It's one of the few spots open to builders on that side of the Delaware. Much of the riverside is owned by government or industry.

"We've been through this for the last 15 years," said Ken James, borough councilman and former mayor. But developers have wanted to add new houses to the crowded town, instead of the commercial development that Penns Grove needs, he said. "We always turned them down."

The latest proposal startled Penns Grove last month as Screwball, of Hailey, Idaho, unveiled plans for the 12-acre site – starting with 50 moderately priced homes shoehorned into five acres.

Residents bristled at that. And Joseph F. McAllister, Screwball president, said Friday he had dropped the waterfront houses – though he would look around for other spots to put homes. About 60 percent of Penns Grove homes are rentals; the town needs homes first-time buyers can afford, he said.

Willis' first purchase – a $175,000 stone Colonial home in May 1995 – was refurbished for his father David, like many residents a former DuPont employee.

A few doors down, the bank where Willis' mother once worked is being revamped as a nightclub. And it's only going to get more hectic.

"I'm kind of ambivalent about losing the small-town homeyness," said Rick Cowles, in his tidy Victorian home across Main Street. "Everybody knows everybody – from Little League, PTA, church," said his wife Maureen.

But, Rick Cowles figures, Willis won't let things get too bad on Main Street. "His dad's living across the street," he said. "There's my insurance policy."

Others are just pleased by what the development could mean for the town's longer-range health.

"Now, these kids have a future here," said Beth Cobb, as she sat on the mayor's lawn, waiting for Saturday's Main Street parade. "Bruce, thanks for not forgetting us."

It takes two states to tango

At the end of Main Street, past Banco's general store and a chain link fence, a decayed pier juts into the river – and reaches all the way to Delaware.

Under a 1934 U.S. Supreme Court ruling, most of the river is Delaware property – including the end of the Penns Grove pier, technically within Wilmington city limits.

The pier's two-state status just adds to the snarl of permits needed for the Willis project to begin. With luck, enough paperwork will be cleared for construction to start next April, McAllister said.

But the pier is critical to the whole project, he said. Only two narrow streets lead to the waterfront, so McAllister is depending on a ferry to bring visitors from Delaware and neighboring Pennsville.

The ferry would also ease demand for parking – another concern of residents – though McAllister said he' s looking for nearby parking-lot sites.

McAllister noted plans being considered by the Delaware River and Bay Authority, and said he hopes to be able to take advantage of them.

By next year, the DRBA, a New Jersey-Delaware agency that runs the Delaware Memorial Bridge and the Lewes-Cape May ferry, may take over the ferry from Delaware City to Pea Patch Island, and extend the run to Pennsville's Fort Mott, said David J. Hazelton, DRBA economic development officer.

The cruise could also stop near New Castle's Battery Park, he said, and possibly at the Penns Grove pier. Many say Willis is banking on riverboat gambling coming to the Delaware. Perhaps – but "not immediately," McAllister said.

And maybe not ever. Such a move would need a legislative OK from Delaware, but Gov. Carper believes "we already have enough opportunities for gambling in Delaware," spokeswoman Sheri L. Woodruff said.

The 'lookers' are active

Even now, the world is starting to take notice of Penns Grove.

Willis has drawn attention with other business ventures, including those in his current home town of Hailey, Idaho.

In Hailey, he and wife Demi Moore converted a bank into a nightclub, renovated a theater and plan a hotel and office building. Some locals were disgruntled by the intrusion, but property values have risen dramatically.

So the out-of-towners cruising Penns Grove's Main Street these days might be real-estate speculators – or simply curiosity-seekers hoping to catch a glimpse of Willis.

"It's a slow procession on the weekend, people driving by looking," Cowles said. "You see plates from Delaware, Pennsylvania, New York."

"So many of them are big cars," Stalcup said. "They drive down here, park a few seconds, point and leave.

"It's really funny," she said. "People come out here to stare at empty ground."

Penns Grove manager A.J. Crescenzi said he got the word from Joseph F. McAllister, president of Willis' development company, Screwball Inc., that Willis "had lost interest" in the Penns Grove project, which was to include a hotel, nightclub, bars, marina, movie theater and more.

After spending two years and $1.1 million accumulating land, Willis will sell his Penns Grove properties, Crescenzi said.

McAllister could not be reached Wednesday. Screwball attorney Stephen Spector in Englewood, N.J., declined to comment.

Penns Grove officials had hoped the project would pump life into what has become New Jersey's second-most depressed municipality after Newark. The town still hopes to create a downtown tourist attraction, using private investors and developers, Crescenzi said. New Jersey's Department of Community Affairs has offered $40,000 toward the $65,000 cost of creating a development plan.

"We have probably the only chunk of waterfront property on either side of the river for miles. It's going to be developed – it's just too valuable," said George Morris, owner of Morris' Takeout on Broad Street.

"Something's going to happen here," he said.

Unveiled about a year ago, Willis' complex might have been linked to Delaware by a passenger ferry, a Delaware River and Bay Authority spokesman said last year.

"It's a shame it's not going forward," said Mike Hare, deputy director of the Riverfront Development Corp., the nonprofit group that wants to build Wilmington's waterfront into a tourist draw. "Both developments could have fed off each other," he said.

Kahunaville nightclub complex owner Robert Rosenblit saw it differently. "They would have drawn at least some people out of the Wilmington market, which would have been that less many people coming down to support the Wilmington waterfront," he said.

In February, Willis was in Wilmington to begin filming his movie "The Broadway Brawler." But work stopped within weeks when the producer and director left.

PENNS GROVE, N.J. – Even if actor Bruce Willis has changed his mind about building a $50 million entertainment complex here, he has still given a boost to this struggling town, at least for now.

"It was a little bit too good to be true. But we're grateful to him for what he did do – he gave encouragement to local businesses to improve," Michael DiPaolo said. After Willis announced his plans last year, DiPaolo added a dining room to his Italian Kitchen take-out restaurant.

On the other hand, some start-ups were betting on business from the Willis development. "They're going to be bitterly disappointed," said Adele Stalcup, a former planning-board member.

In a year and a half, sixteen new businesses have opened in the borough of less than one square mile. Five took state-funded low interest loans of up to $25,000 each.

Real-estate prices also benefited from the buzz, rising between 10 percent and 20 percent, said real estate agent Lit Ellsworth of J.L. Alien and Associates in Penns Grove. "They didn't escalate more, because there was no sign of activity on the waterfront," she said.

Across from the vacant lot where Willis' complex would have been, Bobby's Place opened last November. The deli and convenience store might have catered to construction workers across Main Street.

Instead, business is "kind of off and on," said Robert Kern Jr., the owner's son.

"The first of the month helps, with food stamps coming out," he said. Once crowded with DuPont Co. munition workers during World War I, Penns Grove is now New Jersey's second-most depressed municipality after Newark.

Farther up Main Street, Aron Marshall opened Marshall's Clothing store three weeks ago. Despite Willis' pull-out, "I think my business will do good," he said. "I'm not going to close my doors because he's not coming."

Still, Marshall said, "It probably would have helped. ... It would have filtered down to a lot of these small businesses."

And some of them were counting on it. "We're concerned that people stuck their necks out ... in anticipation of the [Willis] development," borough manager A.J. Crescenzi said.

"We want something to happen down there," he said. "We're going to have something on that river property if I have to build it myself."

Publicity around Willis' plans drew attention from retail developers and investors, he said. Mostly vacant, the 12-acre Delaware River site is one of the few not owned by government or industry.

Now, Crescenzi hopes the borough can attract investors to replace Willis, and at the same time hire a consultant to develop a growth plan – figuring out how the crowded town's infrastructure could support new development.

Former planning-board member Stalcup thinks the town has potential as a tourist draw, but along the quaint lines of a St. Michaels, Md., instead of the grand scale Willis imagined.

The crowded town is just too small for Willis' planned hotel, nightclub, bars, marina, movie theater and more, she said.

"There's no way they could handle the volume needed to make it a money-making proposition. "Where are you going to park people? Buy a farm out of town, make it into parking and run a jitney?"

A complex like Willis' "is not going to fit unless you tear the rest of the town down. That's the practical problem, and I think that's what Brace Willis ran into," Stalcup said.

With the reports of the actor's about-face, "I had this really weird sense of relief," she said. The town's sudden celebrity brought reporters from "all those 7 o'clock TV shows. ... I'm exhausted by it."

At Bobby's Place, "I didn't really expect anything to happen anyway," Kern said. "I heard he starts a lot of stuff he doesn't finish."

Angeline Straway last month rented an apartment on Main Street. "It would be nice if he would change his mind and do something for Penns Grove. It's down in the dumps right now," she said.

And some are holding onto hopes that Willis may not turn his back on the town he grew up in. Reports of his pull-out have been attributed to the star's staff, but "we still haven't heard from him," DiPaolo said.

"I'm hopeful that he may still [invest], maybe not to the extent of $50 million, but to improve the buildings he has purchased, put in a little restaurant," he said. "Wait and see."