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Waiting at a suburban station for the train to Boston, I remember my father, who commuted to the state capital from our home south of the city for more than four decades. These old, stubborn purple-trimmed trains still lumber along just like they did when he first started riding them to work in the 1970s. As I listen for the rails to hiss and give away the approaching train, I wonder if the waves of growth and innovation engulfing metro Boston will finally force the Bay State to take a fresh approach to transit, housing, and commercial development.

Scurrying down the platform toward a conductor, who hangs out of an open door to wave us in, I pass a route map for the Massachusetts Bay Transportation Authority's (MBTA) vast commuter rail network. A dozen branching lines carry passengers over nearly 400 miles of track (Chicago and New York are the only systems in the U.S. with greater reach). In the first half of the 19th century, industrialists cut these old rail lines through forest and fields to move both passengers and product between small mill cities in the hinterland and Boston, the region's central port. For more than a century, private railroads owned and operated them.

As the economy shifted, the trains made more stops in the growing suburbs, and fewer in the declining manufacturing cities. Then came highways, which would make this business model unworkable. In the 1960s, the private railroads finally succumbed to the competition and the publicly subsidized MBTA took over.

Transit advocates tell us that a segment of rail offers 10 times more carrying capacity than a lane of highway. But the number of passengers a rail line can actually move is a function of a variety of factors, including the number of trains that run during the day, the ability to quickly load and unload passengers, particularly at the terminal stations where trains converge, and the land use and connections to other modes of transport at each station.

In a region that identifies with the ideal of a quaint New England town and wealthy suburbs forcefully resist development, this last variable is paramount. To get more from the region's commuter rail infrastructure, Boston can no longer think of these commuter rail trains as primarily serving well-healed suburbanites. The region will need to refocus on the nearby mill cities that first breathed life into these old rail lines.

As my train glides to a halt in Brockton, it is easy to see how a reinvigorated rail network could pump energy into these old mill towns. The downtown of this former shoe manufacturing city, located 20 miles south of Boston, is mostly vacant factory buildings and empty lots. The formidable historic city hall hints at the important place this urban center once held in the regional economy. Unlike the inner suburbs, this community is eager for growth and development, but the only notable activity near the station is a drive-through Dunkin Donuts, floating like an island in a sea of parking lots. A few souls board while the conductor scans the platform—with so many surface parking lots scattered about, there must be somebody else still looking to catch a ride. But no one else gets on, and we continue our trip north.

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If Brockton is going to get in step with the 21st-century economy, rail service is pivotal. Like many older industrial cities that came of age during a different era, Brockton's downtown doesn't have convenient highway access. Commuter rail offers a straight shot to Boston in only 30 minutes. A new study by the nonpartisan research institute MassINC that I coauthored estimates this downtown could house 12,000 workers and 12,000 residents, if the city could assemble an ideal mix of uses, so that just as many people work in downtown office buildings as live in downtown residential dwellings.

According to the study, a dozen factory towns around Boston—including other former shoe towns like Haverhill and Lynn, and former textile cities like Lawrence and Lowell—could accommodate well over a 100 million square of additional development within walking distance of existing transit stations. This is sufficient space to house at least a quarter of the population and employment growth projected for the entire state over the next decade. With Boston hugely expensive and bursting at its seams and suburban communities, like the one where I boarded this train, doing everything in their power to keep growth out, these former mill cities represent long-overlooked housing, commercial, and transit opportunities for the Boston metropolitan area.

Convincing skeptical financiers that this growth opportunity is real remains difficult. Getting these historic structures into compliance with the state's stringent building code is enormously costly. The homeless shelters and other social service providers that cluster in these affordable locales further deter investors, who might otherwise take the leap to redevelop the old mills and build on the vacant urban land surrounding them.

Rather than seeing waves of development spreading outward from Boston's hot market, as has typically occurred during past real-estate cycles, the region's employment growth is actually moving inward from office parks along interstate highways, to revitalized areas of Boston, Cambridge, and Somerville.

In part, this back-to-the-city trend is a function of employers following millennials to hip urban neighborhoods. But that popular explanation overlooks how much the pattern speaks to the region's inability to absorb additional growth in the suburbs, and how it hints at a growth opportunity for smaller cities.

Living nearby is now the only way to have a tolerable commute to jobs in suburban Boston office parks. Yet with suburban towns moving against residential construction and many retired baby boomers staying in their homes, living nearby is not a viable option for many workers. Growth is no longer jumping to the next ring of Boston's outer suburbs, because, at these distances, companies and their employees lose the benefits that come with being near a vibrant city center, which makes it hard to justify a presence in high-cost Massachusetts at all. Limited housing and lots of traffic congestion have made suburban locations outside of the core less attractive, while changes in the regional economy are making locations closer to downtown Boston more productive.

The Boston metro area has one of the most knowledge-intensive economies in the world. Situating a headquarters or branch office near central Boston's transit networks puts employers in an excellent position to recruit highly-skilled workers. The dense, walkable built environment transit creates is also a competitive advantage. Economists have long noted the herd-like behavior of companies in related industries locating around one another to share suppliers, exchange information, and collaborate. This “agglomeration” phenomenon is accelerating as the American economy becomes more reliant on innovation. However, by centralizing talent, investment, and entrepreneurial energy, agglomeration can cast harmful “shadows.”

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The national media often focuses on the brain drain from the heartland to major coastal cities. But in Massachusetts, communities just 30 miles from downtown Boston feel the chilling effect of the agglomeration shadow. These shadows exacerbate income inequality in the region. As the economy shifted over the past few decades, Massachusetts went from having one of the most even income distributions in the U.S., to having one of the most unequal.

Developing transit, housing, and commercial opportunities around commuter rail in regional urban centers is a viable strategy for dispersing these shadows and generating more equitable development in a large, knowledge-driven, metropolitan economy like Boston. Frequent, fast, and reliable transportation is key. In Germany, efforts to provide these transportation connections are well-established, and studies indicate better transit is leading skilled workers living in big cities to take jobs in smaller cities.

But Boston's suburban commuter rail system is explicitly designed to move workers in one direction—to the Boston core for work and back home in the evenings. Transit Matters, an influential metro Boston citizen advocacy group is prodding the MBTA to do much more. In March, they released a vision for “regional rail.” Their plan calls for system-wide electrification to increase speed and reliability, high-level platforms to make boarding faster, strategic investments to relieve bottlenecks, frequent service all day long, free transfers between commuter rail, subways, and buses, significantly lower fares, and a solution to the capacity constraints at Boston’s terminal stations.

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All at once we are surrounded by construction cranes as my train pulls into one of them—Boston's South Station. If the state is going to position its smaller cities like Brockton to absorb the next wave of development, something will eventually have to happen here at South Station (MBTA commuter rail and Amtrak trains heading south from Boston originate here) to accommodate a significant increase in train traffic. For years, Massachusetts has been pursuing a plan to acquire land from the US Post Office to add more tracks with little success. Transit advocates have proposed linking South Station to North Station (the debarkation point for trains heading north) with a new rail tunnel. The project would dramatically improve regional mobility by making it possible for workers north and south of the city to reach jobs and new housing options.

Munich built a similar tunnel in the 1970s. Over a system with significantly less reach, Munich's commuter rail trains now carry about eight times as many riders as the MBTA. In the U.S., Philadelphia connected two stub-end stations with a tunnel in the 1980s; Philadelphia's commuter rail system has similar ridership to Boston's running half the route-length and with far lower operating costs.

The Boston tunnel plan—and its multibillion price tag—remain controversial. But in the near-term, there is much that can be done to make the MBTA's commuter rail system a stronger driver of regional economic growth without it. More and more housing in Boston's urban core has opened up possibilities for reverse commuting like never before. A decade ago, very few people lived around North and South Station. Now tens of thousands of skilled workers live in these downtown neighborhoods as well as in growing mixed-use neighborhoods in western parts of the city near Harvard University. With modest service and scheduling improvements, these residents could get on a commuter rail train and travel to jobs in urban centers outside of Boston, just as easily as they could get on to a crowded subway to make it to work in downtown Boston.

Putting other sensible policies in place to make living and working near transit in these smaller cities possible will require difficult decisions about equity. Commuter rail service has traditionally been a higher-end mode of travel for people who could afford to live in the country. While these services are now publicly operated, fares are still much higher than a bus or subway ride. Passengers can pay $12 dollars or more each way commuting to Boston from Worcester, the state's second largest city, and other cities at the edge of the region.

But now thousands of low-income residents travel from these areas to Boston, often to work as laborers and nannies in the city's gentrifying neighborhoods. Many of these workers lived in these sections of Boston until rising rents pushed them out. Commuting by rail from the outlying cities where they live now is too expensive, so they must board buses that take at least twice as long as the train to cover the same distance.

Across the country, most notably in San Francisco, Seattle, and Minneapolis-St. Paul, transit agencies have begun adopting discounted fare policies for low-income riders.

So far, however, no American transit system has reduced commuter rail fares, though commuter rail is clearly where discounts are most desperately needed, given the much higher fare structure, and the displacement pressures pushing low-income households away from inner core transit service.

Technology makes it easier for transit agencies to administer varied fare collection policies, but cash-strapped entities like the MBTA can ill-afford to forego revenue. Low-income fare discounts that open the possibility to commute into cities with more job opportunities and higher wages should increase earnings for low-income workers, which would in turn increase tax collections and reduce reliance on social safety net programs. If this holds true, the net fiscal benefit to the state should provide sufficient rationale to offer means-tested commuter rail fare discounts.

But there's another, more creative, possibility that could provide the necessary revenue to support such reductions. Like many states, Massachusetts has mandated greenhouse gas reductions and made significant progress by replacing coal and other dirty power sources with renewable energy and natural gas. All the while, emissions from the transportation sector have been steadily rising.

Massachusetts is working with other states to follow California and develop a transportation-sector carbon exchange, modelled on the Regional Greenhouse Gas Initiative (RGGI), the successful regional cap-and-trade program for the power sector that northeastern states entered into a decade ago. With revenues from such an exchange, the MBTA could reduce fares for all commuter rail passengers who lower their carbon footprints by living and working in the region's dense urban centers, not just those who have limited means. But the politics of adopting special fare discounts only for people riding between cities will be tricky.

Creating development policies that balance equity and growth is also a difficult task for state and local political leaders. In major cities, building desirable housing near transit has become synonymous with gentrification. Few planners want to repeat the mistakes that have made once-modest Boston neighborhoods unaffordable for low- and middle-income workers. But enticing wary developers into small city downtowns that have spiraled downward for decades will likely require tax credits or other types of subsidies. Championing public subsidies for private construction is difficult, particularly when the subsidy is for market-rate units, not just affordable housing for low-income households.

However, these downtowns must attract higher-income residents with disposable income to patronize shops and restaurants; nurturing businesses that act as amenities is critical to the growth of vibrant neighborhoods around transit. Fear of gentrification shouldn't inhibit efforts to revitalize smaller city downtowns, especially when these cities desperately need property values to appreciate in order to provide residents with essential services. But municipal officials will also have to consider how they respond to the problem of displacing of long-time residents who may not be able to cope with market pressures on rents.

A short walk from South Station I come to my father's old office building, which got an elegant face-lift after they buried the elevated highway that once ran past the front entrance. Across the Fort Point Channel, a waterway that flows into Boston Harbor, gleaming new buildings stand on former parking lots. (My father would grumble about having to park on those windswept spaces on the days he missed the train.)

The thought that renewal could take root in this section of Boston would be as unimaginable for him as the idea that the old mill cities of eastern Massachusetts hold promise for transit-oriented development is to many of my peers today. Billions of dollars of public investment made this all possible, and, without a doubt, those investments have played a major role in Boston's rise as a global economic center. The question is whether Massachusetts can take the lessons-learned from the state's last major foray into city building, and with just a fraction of that investment, forge a rail strategy that brings the entire region into the 21st century.