Miles of rolling grassland and mesquite surround Kenneth Horton's hilltop home, carpeting a view that reaches beyond the Red River on a clear day and into stars tossed like sand across the inky, rural night.

He can tour pioneer dugouts and American Indian sites tucked throughout the few thousand acres of ranchland near Quanah his family has held for more than a century. For the past 25 years, he's opened the land to hunters from the Dallas area who bring their families to explore the property.

Horton treasures the remote setting that drew him back from the Metroplex. The last thing the landscape needs, the small-town bank president said, is a power line.

Plans for a $3.5 billion water and power transmission project stretching from Roberts County to just west of Fort Worth worry him.

The project, proposed by a wind energy company and an unusual water district dominated by the company's owner, T. Boone Pickens, plans to bring billions of gallons of Ogallala water to thirsty North Texas residents and enough clean, renewable wind energy to power up to 1.2 million homes.

But state legislators and rural landowners like Horton are balking at a project that exports water from a waning aquifer and an arrangement that seems to give a private project the public's power to take land.

"It just offends me that a farce would allow eminent domain to apply," Horton said.

Property owners along a 250-mile stretch between Roberts and Jack counties received letters in April alerting them of the proposed pipeline route. The letters, from the Roberts County Freshwater Supply District and Mesa Power, took the latest step in what even its detractors call an ingenious business plan.

Pickens' ranch manager, Alton Boone, and his wife, Lu, cast the lone votes in November to create the 8-acre freshwater supply district. The couple and three other Pickens employees sit on the district's board.

The freshwater district gives Pickens a governmental body that can move aquifer water held by the billionaire oilman and other Panhandle landowners to customers outside the region. Pickens could provide 200,000 acre feet of water - or roughly five times the water Lubbock uses each year - from beneath Roberts County to any buyer willing to pay for it.

State law grants the district the powers of any other government, including the ability to force the sale of private property for fair market value. Project spokesman Steve Zerangue estimated more than 30 of the 650 tracts involved may end up in such proceedings, based on past experience with similar projects.

An amendment that seemed to attract little notice in the last legislative session allows wind energy projects to use right of way held by a freshwater district to host transmission lines from wind energy projects. That works nicely for an enormous Pickens wind farm planned to supply up to 4,000 megawatts of power.

The right-of-way route stops just west of Lake Bridgeport, roughly 60 miles northwest of Fort Worth. That allows the pipeline to deliver water to a region of the state forecasting that it can supply less than half of the water it needs in 2050.

Mesa would string power lines along the route to a substation in Oklaunion, near Vernon, and then on to Jacksboro. Both facilities tie into the electrical grid that carries power to Dallas, Houston and almost all of Texas except for the Panhandle, a setup that has stranded the region's wind power from the rest of the state.

Mesa has the resources and, with the right of way, may have the means to move them, but so far the project does not have customers. Major North Texas water providers included the proposal in the most recent state water plan while publicly expressing little interest in drawing from a region with its own long-term supply problems. The Roberts County water competes with well fields that supply roughly 60 percent of Lubbock's drinking water, and feeds Amarillo, Plainview and eight other Panhandle cities.

The more than $1.6 billion price tag associated with the project wasn't enticing for the region, either.

Mesa and the freshwater district were willing to take the chance that a water customer would not be found, Zerangue said.

"That's a risk they're taking," he said. "Obviously they're not going to build a pipeline if there are no buyers, but we're still a year to 18 months from that."

A water buyer may seem elusive now, but officials felt closer on an energy deal, he said.

"I was told that or at least understand that that part of the project may begin before the construction of the water line," Zerangue said.

Residents across the Panhandle risk losing a critical agricultural and municipal water supply to a region with better options, Lubbock Sen. Robert Duncan said. He and Amarillo Sen. Kel Seliger will host a town hall meeting for affected landowners Friday morning in Childress.

Duncan felt the freshwater district seemed little more than an alter-ego for Mesa Power. Dallas had closer and more cost-effective ways to solve its water problems without using a plan pushed by a private company, he said.

"It's just not feasible based on better alternatives that can be developed," Duncan said.

Seliger said most of the worried residents who called his office had questions about eminent domain. The public doesn't benefit from a pipeline that burrows through rural homes to draw from a depleted aquifer, as the early path of the Mesa tract in some cases does, he said.

"It's for private gain, is what's at the base of this," Seliger said.

Horton planned to attend the meeting. The idea of exporting water from the aquifer, especially through his family ranch against his wishes, upset him, even if Dallas needs the water, he said.

But he didn't give himself much of a chance.

"I'm a little guy, but the Constitution of Texas and the United States guarantees that the little guy supposedly should have a say," Horton said. "That may be all I have, but I wanted to say it."