Waterford, Virginia, preserves the ambiance and many of the structures that characterized it during its heyday as a flour milling town in the 19th century. The village has changed so little in shape and size that founder Amos Janney would find it recognizable. He could stroll from his 1733 home to the area of his original mill and then on to the Quaker meeting house he founded in 1741. This lesson plan is based on the National Register of Historic Places file "Waterford Historic District" and materials in the collection of the Waterford Foundation. The lesson, which focuses on changing life in a Quaker agricultural community and mill town, can be used in U.S. history, social studies, and geography courses in a unit about early industrialization or to illustrate how communities adapt to economic change. It cites relevant National History Standards, objectives for students, and materials needed. The lesson is divided into eight sections: (1) "About This Lesson"; (2) "Getting Started: Inquiry Questions"; (3) "Setting the Stage: Historical Context"; (4) "Locating the Site: Maps" (Loudoun County, Virginia, 1870s; Waterford and Surrounding Farms, 1853); (5) "Determining the Facts: Readings" (Waterford: From Mill Town to National Historic Landmark; Early 19th Century Wheat Farming near Waterford; Waterford's Mill Ledger); (6) "Visual Evidence: Images" (Plan of Waterford, 1853; Mill and Miller's House, 1882; Mill and Miller's House Today; View down Main Street, c. 1862; View down Main Street Today; Quaker Meeting House); (7) "Putting It All Together: Activities" (Step Back in Time; Waterford, Then and Now; Change over Time in Your Town); and (8) "Supplementary Resources." (BT)