Across the United States, the rural-urban fringe continues to be a place of dynamic land-use change. One area that has experienced a change in its agricultural base is the Shenandoah-Cumberland Valley Fruit District of Pennsylvania, Maryland, West Virginia, and Virginia. Since 1982, apple acreage in the Fruit District has declined by nearly 50 percent. Using a mail survey and personal interviews, this dissertation investigates the factors behind the Fruit District's 25-year decline in apple acreage, the reasons why this decline has not been spatially uniform across the Fruit District, and the ways that growers have adapted to ensure the future economic viability of their orchard operations. Growers have stopped producing apples because of a myriad of reasons operating on different scales ranging from the macro and regional to the individual farm-level. Results indicate that factors such as an extended time period of low apple prices, competition from foreign and other U.S. apple-growing districts, and the lack of having a known successor for their farm upon retirement all play prominent roles in a grower's decision to exit apple production. Grower decisions have also been impacted by locally-derived growth and development and the continued outward spread of the Washington D.C.-Baltimore metropolitan area. Negatively influencing reinvestment decisions, evidence of the presence of an impermanence syndrome was detected in some areas of the Fruit District. Many growers have responded to the economic challenges by making orchard management decisions to increase per-acre tree densities and by shifting a higher percentage of their apple crop from the processing market to the fresh wholesale and direct-to-consumer markets.