ST. GEORGE — Allan Carter will never forget the night he went back to the future.

It was August 1971 and Carter, a Brigham Young University student at the time, remembers dreaming that he was standing at the intersection of 300 West and St. George Boulevard in downtown St. George, looking across his native city and marveling at what he saw.

"I could see homes as far as I could see," Carter said. "Thousands of homes."

Back then, Washington County's population of 14,000 was roughly one-tenth of its current size. St. George was viewed as little more than a dusty stopover between Los Angeles and Salt Lake City. There were no gated communities, no million-dollar homes and certainly no traffic jams.

But the city was about to shake off its small-time status. And for Carter, whose dream convinced him to quit college and take over his father's St. George-based title company, the timing could not have been better.

Today, Washington County is the fastest-growing county in the state. With a growth rate of 8 percent for the 12 months ended June 30, 2005, the county ranks as the nation's fifth-fastest growing county, according to the U.S. Census Bureau.

And this is no dream.

Land speculators, a wave of retiring baby boomers and second-home buyers are fueling the biggest real estate rush in the county's history, according to a report commissioned by the Deseret Morning News and prepared by James Wood, director of the University of Utah's Bureau of Economic and Business Research.

"In absolute terms there has been no period like the past three years in Washington County history," Wood said. "It's a frenzy. That's all anyone talks about is housing prices and how much money they have made."

Upscale gated communities like Entrada, Northbridge Estates, Stone Cliff and The Ledges offer million-dollar views with million-dollar price tags.

In less than 25 years, more people will live in Washington County than in Weber County, according to the Governor's Office of Planning and Budget. By 2038, more than 600,000 people will live in Washington County, outnumbering those living in Davis County, according to Carter, who believes the state's population projections are too conservative.

Carter may be right.

In 2005, more residential building permits were issued in St. George than in any other Utah city, Wood said. About one in every seven new residential units built in Utah in 2005 was in Washington County, and that figure was one of every six in 2004.

Such explosive growth has caught the attention of Utah Republican Sen. Bob Bennett and Democratic Rep. Jim Matheson, who last week unveiled The Washington County Growth & Conservation Act of 2006. It would create a comprehensive plan for managing public lands in Washington County and preserve more than 219,000 acres in and near Zion National Park as wilderness.