• The movie theatre in Lexington Park is more than twenty years old, newer mult-theatre complex is located at Exchange across from Wildewood on Rt. 235 in California, Md.



LEXINGTON PARK, MD. – Over two years ago, on January 24, 2022, Patuxent Development Company sold a little more than seventeen acres of land in the center of Lexington Park in St. Mary’s County, Maryland, to a Virginia firm for $10,375,000.

Approvals for redevelopment of the property in the center of Lexington Park have passed hurdles at the St. Mary’s County Planning Commission, with a text amendment needed to be approved by the Board of Commissioners of St. Mary’s County has also been approved this month.

The property included the area’s first shopping mall, built in the late sixties, Millison Plaza, several out parcels that feature retail uses, the old Belvedere Motor Inn, a former Safeway converted to office use, and a multiplex movie theater.  

The purchaser, Lexington Park Shopping Center LLC, based in Vienna, Va., now owns over 145,000 square feet of commercial property defined principally as Millison Plaza and bought the adjacent motel property.

At the St. Mary’s County Planning Commission meeting in November of 2023, the developer’s attorney, Christopher Longmore, told the Commission that the following is planned for the nearly twenty-five-acre project: a 19,400 square foot Aldi grocery store, a Starbucks, a fast-food restaurant, removal of the Bank of America, and replacement with a drive-thru bank ATM along with an assortment of smaller retail locations.


The firm’s president, David Ross, of Atlantic Realty, which is developing the Pax River Village Center, said that the firm is negotiating the lease with Starbucks and has a firm agreement with Aldi’s with the expectation to have it built and open in 2024.

Ross said his background includes work with the Rouse Companies, and he has worked in development projects for forty years with more than ten million square feet in projects accomplished.

At the November meeting, Planning Commissioner Merl Evans drifted off into a recitation of the semantics about the differences between using the designation “PAX” and the word “Patuxent” and the meanings conveyed to those who hear the word in reference to PAX River Naval Air Station. Perhaps Evans expected that with his handy dandy suggestion, the developer might up and change the name of the project at the eleventh hour.  Evans is a longtime member of the commission, ran for St. Mary’s Commissioner President in 2006, and operated several businesses along Great Mills Road, including a family operation of the Montgomery Ward catalog store. Evans acts as a sort of corporate memory of the county on many issues before the planning board.

Another drifty comment about stormwater along FDR Blvd. in the rear of the development at the entrance to Nicolet Park involved Planning Commissioner Joseph Fazekas wondering if the kids walking along with their skateboards would have to get their feet wet when it rains. He said the water wasn’t too deep to drive his small truck through.

PUBLIC COMMENTS: The remarks from an old pilot, the whacky protectionism of an existing coffee joint owner and her fans, and genuine public spirit from the owner of the
Lexington Park Dairy Queen


Bob Randall, husband of former St. Mary’s Commissioner President Democrat Julie Randall (1998 Board), asked how the Navy assesses the risk of crashes in the AICUZ. Randall appeared to want to discuss the issue as part of the public comments on the application of the project and admitted that his concerns likely wouldn’t draw any answer at the meeting. The statement by Randall triggered Evans to comment that since we have a right-to-farm ordinance, perhaps the county could have a right-to-fly ordinance to protect the Navy. Yes, it was getting late in the Walled City of Leonardtown. Randall noted that he knew of an A-3 that crashed in Great Mills many years ago, killing the pilot. Evans recalled a Super Constellation that crashed on the base.

The owner of St. Inie’s Coffee expressed doubts about the site hosting a Starbucks and causing more traffic, generating another typical business owner not wanting competition. She touted the good her business does; she said rents should be reasonable to access local businesses that can afford to be located. Evans was triggered again and explained how big box stores have twice come to town and caused him to close his businesses. Competition is hell.

It is a tradition for St. Mary’s County liquor store owners to oppose any new liquor licenses that would foist new competition for them. Apparently, the coffee shops will join the tradition.

David Lewis said Starbucks would directly threaten St. Inie’s business. Lewis stated that since the building where St. Inie’s is located was once vacant if it went out of business, it would be vacant again. “Starbucks would be a monetary vacuum cleaner sucking profits out of the community, and it would cause significant traffic problems and be a significant safety issue,” said Lewis.

Ed Alt, owner of the Dairy Queen on Great Mills Road, says he is in favor of the proposed redevelopment of the Millison Plaza, as it will be a significant and positive improvement in the town of Lexington Park. Alt says that his store’s lights stay on all night to provide more lighting to the area and to prevent crime. Alt says that even if the project puts another ice cream store in competition with him, he is significantly in favor due to the improvement the redevelopment of the center of town will make in Lexington Park.

St. Mary’s County Planning Commission Chairman J. Howard Thompson

Commission Chairman Howard Thompson said he believes Starbucks won’t compete with St. Inie’s as the atmosphere is greatly different in both. Thompson pointed out that the area needs another grocery store.

Commission Member Van Kirk noted that a third condition regarding roads needed to be added.


Commission Member Robrecht moved that the concept Site Plan be approved with the condition of a text amendment approved by the County Commissioners. Commissioner Member John Brown seconded the motion. The motion was approved by a unanimous vote of the Planning Commission at the meeting on November 13, 2023.


The St. Mary’s Board of Commissioners approved the required text amendment for Pax River Village Center on February 13, 2024:

“I move to approve the Proposed Ordinance to Amend Chapter 285 of the Code of St. Mary’s County, Maryland, by Amending Comprehensive Zoning Ordinance Schedule 50.4.74 to allow use #74 Restaurant, Fast Food in Air Installation Compatible Use Zone (AICUZ) Accident Potential Zone (APZ) II.”
Motion by Commissioner Eric S Colvin, second by Commissioner Michael R Alderson Jr.
Final Resolution: Motion Carries
Yea: Commissioner President James R Guy, Commissioner Eric S Colvin, Commissioner Michael L Hewitt, Commissioner Michael R Alderson Jr
Abstain: Commissioner Scott R Ostrow

Background of Lexington Park – the town that the Walled City of Leonardtown jealous leaders often warned would blow away when the base closed.

Lexington Park once hosted A&P, McKay’s Foodland, Safeway, and Grand Union simultaneously before development began sprawling out on Rt. 235 towards Hollywood.

The traffic consultant reviewed site changes, including redevelopment of the parking lots in the project with stormwater management, new landscaping, going from five to three entrances on Shangri-la Drive, reducing the accesses along FDR Blvd from eight to five., landscape islands, the existing accesses would remain off of Three Notch Road, existing accesses on Great Mills Road will remain.

At the November 13, 2023, St. Mary’s County Planning Commission meeting, the traffic consultant for the developer, Michael Lenhart, told the Commission that his firm had evaluated the traffic patterns and traffic counts and found that a traffic impact study would not be required. The existing movie theatre is under consideration for revision, and other changes may be made as leases are ended or revised. Lenhart said a second development phase would require an impact study for traffic.

The old grass area of the existing Millison Plaza, which once hosted a miniature golf course in front of the row of shops, which once featured Baskin Robbins, owned by Alan and Jean Brylawski, Heel & Toe, Marlyns Shoes, owned by Elliott Weisman, Lo-Rus dress shop, owned by Lois Chesser and Rubye Beaman, and Castilian Hair Fashions, Dave Donovan’s Gym, Bambino’s Pizza, Park Jewelers, Fayrene Mattingly’s Fashion Center, Bob Hunt’s Liquor Locker, leading from next to the Big Lots down to the largest building, the old K-Mart, which presently has been a recreation center, creates a cohesive vehicular motion in the center. Sears was the original tire and auto center operator, which Southern Tire now occupies. Sears also operated a catalog store as well.

 The architect, Ni Paul, told the planning commission that new retail spaces would be on each side of the new vehicle access. Paul provided artists with concepts of the revisions to the old row of small shops and what used to be the building that housed Treasury Drugs.

St. Mary’s County tax and state transfer records show that the primary structure was built in 1974. This is correct for the structure constructed for the Grant City / K-Mart, which was eventually converted to office space/retail. The Millison Plaza dates back to the late sixties, while the Belvedere Motor Inn was built in 1965. The movie theatre structure and former Lexington Park Post Office were built in the early eighties. The former McDonald’s was built in 1971 and now houses a deli and a chicken fast food.

The old Belvedere Motor Inn/Days Inn was sold by Inder Hospitality LLC to Three Notch Ortho LLC, with an address shared by the purchaser of the Millison Plaza and included in the proposed redevelopment for $4.5 million on January 27, 2023.

Another redevelopment occurred when the former Safeway building at the corner of Shangri-La Drive and Rt. 235 was converted into office space, a gas station on the corner of Shangri-la Drive and Great Mills Road was removed, and a retail building currently housing Walgreens, Subway, and Popeyes was constructed. That section of Millison Plaza is also included in the new Pax River Village Center.

St. Mary’s County officials have never been too quick to lavish approvals for the various endeavors based at the old Belvedere Motor Inn and Millison Plaza site.

When Larry Millison applied for a liquor license at the Belvedere in 1965, Millison, then 31 years of age, contacted attorney Charles A. Norris to assist him in obtaining a license. At the liquor board hearing in July of 1965, Norris told the Liquor Board that he told Millison that he couldn’t take the case unless the license was a good thing for the county, and he had seen the property and was under the personal opinion that it wasn’t. But Norris took the job of representing the Belvedere anyway. Millison had to wait five months to get a liquor license for the Belvedere at a time when there were over 200 liquor licenses in the county.

Millison told the Liquor Board at the hearing that the Belvedere Motor Inn opened on April 5, 1965, with twenty motel units, and he has obtained financing for twenty more. Millison told the Board that the Belvedere Restaurant was open along with a swimming pool, and the restaurant and motel units featured wall-to-wall carpeting and air conditioning. Millison gave an expansive preview of the cocktail lounge, which has velvet wallpaper, a fireplace, a padded bar, indirect lighting, soundproof walls, and access to the patio and pool.

Millison was asked by his attorney, Norris, about “the necessity for the license, and Millison was quoted in The Enterprise story, “A lot of people left the motel because they couldn’t have a drink or dinner. It was a safety factor; it is safer to have a cocktail in their lodging.”

 Millison’s restaurant manager, Jean Miller, told the Board that she had vast experience in the hospitality business and has held a liquor license since 1936, along with six years at the Dock bar on Great Mills Road, managed the Gay Nineties, and worked at the Hickory House, both of which were Lexington Park establishments. Liquor Board member General Hume Peabody noted that the fourteen people who petitioned against the license didn’t live in the Lexington Park area. Board member Robert “Gabe” Gabrelcik replied to Norris when the Millison representative noted that they were in the height of the tourist season, and his client was suffering, that the Board wanted to view the property before coming to a decision, which he predicted would be favorable.


The Belvedere Restaurant was the repository of a unique art collection and stained-glass windows and, despite its slogan of ‘Come as You Are’, was the white tablecloth destination of choice for special occasions. The patio and pool area were the location of many charity fundraisers and political events as several Maryland Governors and U.S. Senators appeared for gatherings.

The Belvedere eventually made a franchise arrangement with Days Inn, and Betty Millison operated the restaurant for many years before it was leased. After suffering a stroke, she retired and passed away.

Larry-Millison-Sen.-Paul-Bailey- and Maryland Senate President Sen.-Mike-Miller

Larry Millison died of a heart attack in 1998. His daughter Rachelle, who had joined Millison Development in the 1980s, took the helm of the company founded by her grandfather, Hiram Millison, who operated a store at Pearson, Md., until the Navy bought all the land in 1943 for the creation of the Patuxent River Naval Air Station. Hiram Millison bought large swaths of land outside the base.

Millison Development created large residential projects at Greenbrier, Cedar Cove, and San Souci and constructed the San Souci Shopping Center on Rt. 235 in California, Md. Larry Millison, whom the Baltimore Sun called the Jewish Cowboy, became one of the largest breeders of racehorses in the nation and owned the first million-dollar colt in the 1980s.

Larry Millison Jewish cowboy 1953 Balt Sun

Larry Millison was appointed to the St. Mary’s Board of Education by Governor Marvin Mandel and was elected three times as a Democrat in the post of St. Mary’s County Commissioner beginning in 1974. Millison was honored as Democrat of the Year in 1989 by the St. Mary’s Democratic Club.

The Millison family and Patuxent Development, which he owned, have been generous over the years to many groups such as the Lexington Park Volunteer Rescue Squad, the Air Expo, churches, fraternal and civic groups, Habitat for Humanity, and each year bought the Grand Champion 4-H steer at the St. Mary’s County Fair.

Rachelle Millison maintains and operates retail property in the center of Lexington Park and owns and develops large corporate office complexes.

view the entire Planning Commission meeting below:

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