One of Oakland’s largest and most anticipated development projects in decades is beginning to take shape on the city’s waterfront. City officials tout the Brooklyn Basin development project, which will include 3,100 housing units and 200,000 square feet of retail space, as a major economic stimulus; a solution to the region’s housing crunch and a jobs creator. Mayor Jean Quan spurred the venture when she helped secure foreign investment for it. But some residents and businesses in the tiny, nearby artists’ community of Fifth Avenue worry about what the massive condos will mean for their homes and livelihoods. Others wonder if the project and the push for further development along the waterfront will someday drive them out altogether.

Bud Brown, a large, deep-voiced, middle-aged man in shorts and sneakers, is a prominent figure in the neighborhood. Brown, who has lived here for over a decade and works as a harbormaster at Fifth Avenue Marina, is partial to the tight-knit community that he’s grown close to. “We’re the last of what we are,” said Brown, as he sat at a table on his back patio on the edge of the neighborhood, just steps from the water. “We’re a neat little community and we fight tooth and nail to stay around.”

For years, Fifth Avenue’s only neighbors were some abandoned warehouses and a defunct cement factory. Until the beginning of 2014, Brooklyn Basin—the 64-acre plot of land on the Oakland Estuary—was an industrial wasteland. Today, bulldozers are excavating the property as developers prepare to build a large-scale commercial and residential complex with public parks and access to the waterfront. The site rests on the water, across from Alameda. Before the bulldozers arrived, birds and splashing water were the most prominent sounds in this area. Boats, paddle boarders and crew teams pass by the shoreline, not far from the construction site. While its surroundings are picturesque, the actual Brooklyn Basin land is considerably less alluring. Inside a chain link fence blocking public access, there are some old, rusty warehouses, piles of dirt and lots of overgrown, brown grass. The developer hopes that once the project is complete, the site will be unrecognizable.

Signature Development Group’s plan for Brooklyn Basin is nothing less than colossal. In a promotional video on BrooklynBasin.com, the project’s website, president Mike Ghielmetti illustrates the magnitude of the plan. “We’re going to be putting in parks, marinas, there will be a main street with retail and shopping and certainly living and residential opportunities for people,” he says in the video. The residences will include five tall condominium buildings overlooking the waterfront, with views of the Oakland-Berkeley hills and San Francisco, all at a cost of $1.5 billion.

Quan helped secure funding from Zarsion Holdings Group of Beijing, China, which is investing at least $28 million in the project. As reported by The Oakland Tribune, Quan introduced one of Zarsion’s executives, an old college friend from UC Berkeley, to Signature’s executives, who were looking for additional funding for the project. With the financial backing secured, Brooklyn Basin came one step closer to a massive remodeling.

But in the middle of the project site is Fifth Avenue, a narrow parcel of land not owned by Signature. It’s the oldest neighborhood on Oakland’s waterfront and home to at least 100 artists, engineers and musicians who live and work in historic homes, warehouses, old trailers and boats. An eclectic mix of artwork is displayed outdoors and on homes and studios, giving the area a quirky vibe. Outside one house is a chain link fence adorned with colorful suit ties, and outside another a few doors down a tall, faux T-Rex skeleton is standing guard. Around a corner are two rusted cargo containers, one on top of the other, that are now someone’s home and office.

The community also acquired two century-old shacks that housed displaced San Franciscans after the 1906 earthquake. They’ve received new green paint and shingle roofs. The community has not yet decided what to do with the shacks, so they rest outside a large warehouse. Fifth Avenue artists and engineers have made some impressive contributions to the art world and the public, including fabricating the giant glove at AT&T Park in San Francisco, which weighs 20,000 pounds and is made of fiberglass-coated foam.

Fifth Avenue is privately owned by JW Silveira and his real estate firm JW Silveira Company, which has many property holdings in Alameda County. The neighborhood has been an artists’ community since the 1960s, and the current residents insist they are not part of Brooklyn Basin. But there’s little doubt among people here that other developers are interested in the property. “They’d love to acquire us,” said Brown. “We’re the thorn in their side.” That said, he doesn’t believe the Silveira Company will sell, saying Silveira “really loves” the neighborhood and enjoys the character it brings to the city. (The company did not respond to requests for comment on the future of Fifth Avenue.)

In late 1997, developers approached the city with a plan that would allow them to acquire the land through eminent domain—a legal process whereby a government body can purchase private property for public use. Oakland City Council voted unanimously against the proposal, essentially saving the artists’ colony. Two years later the city drafted its Estuary Policy Plan outlining future development for the waterfront. The plan included development at Jack London Square, the neighboring San Antonio and Fruitvale neighborhoods on the other side of the 880 freeway, and the Oak Street to 9th Avenue stretch along the waterfront, or the “Oak to 9th” area, which has since become known as Brooklyn Basin. The plan included language promising that the city would “preserve and expand the existing Fifth Avenue Point community as a neighborhood of artists and artisan studios, small businesses, and water dependent activities.”

Then in 2003, city planners suggested that an artists’ community was not the best use of the land and again suggested seizure through eminent domain. The community members appealed to the city, and once again saved Fifth Avenue. But in the meantime, the city was permitting other development plans alongside the artists’ community. As FifthAvenuePoint.org—the neighborhood’s organizing website aimed at preserving the community—puts it: “The struggle continues.”

A decade and a half after the Estuary Policy Plan was drafted, Brooklyn Basin plans are finally coming to fruition. The project officially broke ground in March and now, six months later, developers say construction is going as planned. Crews are currently in the first phase of development, which includes mostly excavating the land. “Infrastructure, street and landscaping within the first phase should be done by October of 2015,” said Eric Harrison, vice president of Signature Development Group.

The residents at Fifth Avenue question the need for more development and point north to Jack London Square, where many commercial and residential units have turned vacant in recent years. But Signature staffers say the market is turning around. “Where we are now we believe the market and Oakland is in a good position for demand for new housing,” said Harrison.

The Brooklyn Basin project sits on the edge of District 2, overseen by councilmember Pat Kernighan. She speaks fondly of the natural beauty and views at the estuary and hopes development will attract more visitors to the area. “It’s really beautiful down there,” she said. But despite this, Kernighan points out that the Brooklyn Basin area experienced an industrial exodus, leaving the property empty and blighted. “Oakland’s waterfront was industrial for one hundred years and then all those industries basically died for the most part, including that area of Oak to 9th,” said Kernighan. “It was kind of just sitting there somewhat in ruins.”

As a result, Kernighan said, the waterfront has been under-utilized by the public. She believes the development would encourage more locals to take advantage of the water. “The idea was that this would sort of activate it, that now there would be a reason to go down there,” she said.

A small activism effort among residents and supporters grew out of the push for development and the potential threat of seizure. The Fifth Avenue Waterfront Community Alliance is active in raising awareness about the dicey future of the waterfront. Shortly after ground broke on the Brooklyn Basin project, the alliance released a video urging Oakland residents to contact city and protest further development along the waterfront. In the video, former Fifth Avenue resident Renee de la Prade points out that in addition to the massive condos that will tower over the neighborhood, the traffic resulting from the project will wreak havoc on the area. “If they start building skyscrapers here,” she said, “Traffic on this section of the freeway is going to be monstrously difficult. Sorry commuters.”

A major concern for many in the community is how they will be affected by being surrounded by towering condos. “What we’re really worried about is the structures going up around us and creating a canyon,” said John Rogers, the community liaison to Signature Development and owner of Phoenix Iron Works, a foundry located in Fifth Avenue. “You’ve got an artist community that depends on light, depends on space, depends on a certain amount of quiet, all of a sudden being surrounded by these gigantic condos.”

The artists and engineers who live and work here say Fifth Avenue is a historic space like no other in the Bay Area. That’s what attracted Harrison Farwell when he moved here three months ago from Arkansas. Farwell says the construction isn’t a problem yet, but as development progresses, he worries it will be disruptive to the urban oasis he calls home. “No one here really wants the construction because we have a little corner of heaven,” said Farwell. “It’s just amazing here.”

As the bulldozers transform the land around Fifth Avenue, Harrison says his Signature team is mindful of the small community in the middle of their project. “Our plans, access points, and infrastructure assume that everything that is there today will continue,” he said, adding that the fate of the Fifth Avenue property is in the hands of Silveira. “The ultimate configuration is up to him.”

It’s late afternoon as Bud Brown sits back in a patio chair, overlooking the water. With views of a giant crane and piles of excavated earth to his left, the harbormaster laments the thought of development. It reminds him of Joni Mitchell’s 1970s hit “Big Yellow Taxi,” he says, as he slips on his sunglasses and admires the view of the harbor. “It’s like you pave paradise to put up a parking lot,” said Brown. “You know that song?”