Port old-timers Ken and Angela Drew. Credit:Michael Clayton-Jones There are stories everywhere; I met Ken Drew, 80, who was born on the kitchen table of the State Bank house in Garden City - ''Gardo'' - where he still lives. Old Kevin Palmer lives in the last house on the beach end of Nott Street. They're literally building over the top of him and he's very sick and won't sell. The apartments going up next door are called Aere and they're shaped like bubbles. Palmer has lived in his red-brick cottage for 84 years. The rebirth of Port Melbourne began 20 years ago, but it is now in an unprecedented phase of regeneration.

The Dominion Monarch arrives at Port Melbourne in August 1946. Credit:Argus collection Most of old Port Melbourne will soon be gone; many of the staunch old Port Melburnians, those who worked on the waterfront, lived locally, fought for the union, played for the ''Borough'' footy club and voted Labor, are already dead. The place has always been a victim of the planning politics of the day. Under Cain's Labor, a Docklands-style development was mooted, pre-Docklands. Under Jeff Kennett Port was transformed and Beacon Cove built. Under Bracks' Labor, development was reined in. Now under Premier Denis Napthine and planning minister Matthew Guy it's all go again. The Knott Street home of Kevin Palmer, where he has lived for more than 80 years. Credit:Michael Clayton Jones The state government wants to put 80,000 new residents and 40,000 workers in a 250-hectare area they are calling Fishermans Bend even though the real Fishermans Bend, on the south bank of the curve of Yarra River near the West Gate Bridge, is still there. Locals nicknamed the original Fishermans Bend ''Baghdad'' (''… 40 thieves …'') ; it is mainly public housing and factories. The council is calling the project - with its 40-year plan- the biggest urban renewal project in the world.

Work has already begun on Webb Dock's $1.6 billion new container facility, with big concerns from nearby Port Melbourne residents about noise, light and traffic spilling into where they live. Sandridge Pier, Port Melbourne, circa 1885. Then on Station Pier a vacant block, which until recently housed a community centre, looks almost certain to be demolished for a commercial/residential high-rise, developed by a company owned by a Kuwaiti sheikh. Says Doug Beazley: "We reckon we're the only sanity in amongst all the madness." Last month he had a situation where new residents complained to the council ("they don't complain to me") about his boats cluttering up Melbourne's truest maritime suburb. Common sense prevailed and he was allowed to continue what his family have been doing since the 1870s.

The tragedy is his son died last year. He was poised to take over the boats but he died of cancer. Beazley has a daughter but she's unlikely to want to do that. "I would say it will be the end of the trail," he says. "We are virtually all that is left of the old Port Melbourne." The old crashes into the new here, in stark ways. A neighbourhood that was once all fishing people, now complains about wooden boats. Kevin Palmer barricades himself inside at Nott Street as tradies and construction workers climb over the top of him. The sadness of Doug Beazley's story and the greater story of Port Melbourne is that, finally and of course inevitably, the old stories are being drowned by the new. Among the first big high-rises in Port Melbourne were the twin Grollo-built residential towers, at 20 floors each, called HM@S Lonsdale. They're out the back of Beazley's place towards the beach and have loomed over his life like an omen.

On the site, in the old days, was a marina for fishermen. When it started to go up in 1999 Beazley walked over to talk to the workers and they told him they were digging up piles and beams and bits of old wooden boats. "We knew this was going to happen," he says. "If it wasn't for progress we'd all be getting around in lap-laps. But it's bedlam around here now. Bedlam." Extraordinary data reveals the numbers. There has been a 444 per cent increase in housing density in Port Melbourne in the past six years, according to the City of Port Phillip. The population, now approaching 15,000, has increased by 88 per cent in 20 years and by 39 per cent in the decade to 2011. Half the dwellings in the traditionally working-class area are now apartments. In 2011, 53 per cent of residents had no children. It used to be one of Melbourne's poorest suburbs; the bayside apartments and lofts in old factories are now hot property. Voting patterns show a strong shift away from Labor. At Port Melbourne Primary School enrolments have grown from 173 children in 2006 to 750 this year, many of whom come from Southbank.

"We are full," says Helen Kuchel, a local mother and member of community group Port People. The huge Fishermans Bend project, on private land, will in effect create four new suburbs or ''precincts'' - Wirraway, Sandridge, Montague and Lorimer - for 80,000 people and 40,000 workers in the area north of Port Melbourne towards the Bolte Bridge and east towards Docklands. It will be double the size of the CBD and will effectively join the western Docklands edge of the CBD. The City of Port Phillip says it could house as many as 120,000 residents by 2050 and will include high-density living in apartments of up to 18 floors. Before that begins, the $1.6 billion Webb Dock redevelopment will be finished. The Port of Melbourne is already Australia's biggest container port and the new project will add capacity for one million more containers a year. It will include new roads joining the M1 and also truck-only roads inside the dock. Both of these huge projects, according to Helen Kuchel, will increase the pressure on existing infrastructure and services in Port Melbourne. She says because Fishermans Bend will be privately developed "there will be no imperative to provide social infrastructure''.

The new residents and workers will instead flood into Port Melbourne looking for schools, doctors, libraries and recreational facilities. She says at present there is no bulk-billing GP in the area. Inner South Community Health Service last year started a five-year study called Social Health and Inclusion Port (SHIP) to try to improve access to healthcare, social inclusion and physical and mental health among more vulnerable Port Melbourne residents. There are six large pockets of public housing in the suburb. "The area is ripe for rejuvenation but it has to be sympathetic and on a human scale,'' Ms Kuchel says. Says Janet Bolitho, the historian and former mayor: "If there is a failure to provide community facilities at Fishermans Bend then Port Melbourne people rightly think they will be swamped. The roads, schools and kinders are already strained." T

he state government says it will be a "vibrant and liveable community" combining "substantial housing provision and job growth with community services and accessibility options". Then there's Waterfront Place at Station Pier. Action Group, a company owned by a Kuwaiti sheikh, looks set to get approval to build a high-rise residential/commercial building directly opposite the historic pier. The site was originally earmarked by the former Kennett government as part of the sprawling Beacon Cove housing development in the late '90s; then it became a gym and community centre, then was sold to the developer seven years ago for $20 million. Station Pier and nearby landing points were the front door to Melbourne from the 1830s until the last shipload of new Australians landed at the pier on the Greek vessel Australis in 1978. Now the pier is for cruise ships. Ironically, those most opposed to the Waterfront Place high-rise are a group of Beacon Cove residents. Beacon Cove is now home to 1200 people in towers and townhouses.

"Beacon Cove has genuinely created a cohesive community," says Janet Bolitho. "It is so cohesive it now resists change in the way older suburbs do." President of the Beacon Cove Neighbourhood Association is Eddie Micallef, the long-serving former state Labor member for Springvale. "We are not against change,'' he says, ''but we want change to accommodate the community rather than steamroll it.'' The venerable old Port Melbourne Football Club - ''The Borough,'' founded in either 1874 or 1876 depending on who you believe - can sometimes struggle for members, has few local players (it only fields a VFL team) and, according to one close local observer ''has lost touch with the community'' despite running the hyper-local Tommy Lahiff Cup for schools. Another club, The Colts, runs local Auskick and junior teams. Football legends Bob Skilton, Fred Cook and Peter Bedford all played for the club. Last year it had 450 members, according to general manager Barry Kidd. Locals say this season it might be as low as 125. The club commissioned a study into how it could capitalise on the exponential population growth in Port Melbourne. While revealing that only a quarter of its supporters live in Port Melbourne, with 69 per cent of them barracking for the Borough since the 1970s, it also identified things such as school football clinics, multicultural programs and building a club museum as a way of reconnecting with the old and connecting with the new.

''Not an easy task,'' says Kidd. Ken Drew, 80, the old-timer who was born on his mother's kitchen table in Garden City, aided by a Dr Danby, had eight years on the committee of the club. He says it's a great club that has stood firm on its working-class principles. His wife Angela, 78, served on the committee, too - the first woman to do so. ''It was a rude shock for the wharfies and the painters and dockers,'' she says. She says the old days around her suburb were better. ''They don't want to talk. The new ones coming in, I mean. But really it's the only world for me.'' Port Melbourne's young councillor on the City of Port Phillip - based in St Kilda- is Bernadene Voss. She calls this atomisation of the old port a ''dilution effect'' in the social fabric. Previously strong narratives and themes fade away.

''Historically, Port is very important to Melbourne,'' she says. ''But the fabric is less visible. That identity is becoming invisible. The older generation are fierce about protecting it but the under 35s wouldn't have a clue.'' Chris Johnston is a senior writer.