Marfa's growing reputation as an Aspen in the making is attracting the very rich -- not just cash-poor artists and writers -- who are giving the town its extreme makeover. The biggest threat to Marfa may not be Chinati or Trento but the town's incipient fabulousness. How else to describe the Prada jacket cuddling Rainer Judd's shoulders on a recent cover of Brilliant magazine? The Texas monthly specializing in debutantes, society party pix and lavish interior design devoted an entire issue last October to Marfa. To corral its rising buzz, the magazine trundled out two SUVs from Austin stuffed to the roll bars with photographers, stylists and fashion writers. They liked what they found. "Marfa Matters," announced its cover. Yes, but to whom?

Rainer's $34,500 little black number is $9,000 more than the average Marfa family sees in a year. Clearly the magazine wasn't directed at them. Rather it was focused on the fashionable moths Marfa's flame now attracts. Air-kiss arbiters Vogue and W have both profiled the Marfa Ballroom, a new arts organization, and its owners: two young Texas heiresses, Fairfax Dorn and Virginia Lebermann.

A more accessible cultural watering hole than Chinati, the Ballroom, housed in a former Mexican dance hall, opened in 2003 with a splash. The Ballroom maintains its independent cultural streak. It has screened Kurosawa retrospectives, hosted a performance artist named Lederhosen Lucil and various national DJs, and invited "Pink Flamingos" director John Waters to lecture in a packed theater for a Wild West evening that evoked the one in 1882 when Oscar Wilde visited Leadville, Colo.

Marfa's popularity also means economic opportunity for those who understand the outlanders' tastes. New restaurants like Maiya's and the Brown Recluse have opened to serve them, and since Marfa is far from the nearest big airport in El Paso, the Hotel Paisano and the midcentury modern Thunderbird Motel, run by Austin hotelier Liz Lambert, mean the minimalist art pilgrims' progress will be a comfortable one.

Some residents, meanwhile, feel community life has taken a giant step backward. And not just because they feel segregated from the artists. Seeing their town revitalized along the lines of Dwell magazine leaves them cold. "It's about all the new things going on here -- art galleries and things like that," says a rancher whose family has raised cattle in Marfa for generations. "Newcomers would be better off in local people's eyes if they did more that involved local people. Right now, you see them in the grocery store and eating together. But they're not putting in businesses or restaurants that most locals will go to. They've come to Marfa because of the quaintness, yet they're trying to change it, to citify it. Like the bookstore. It's doing very well, and so is the wine bar, but is that something that is natural to the area of Marfa? They've redone the Thunderbird Motel, and that's great, but is it doing much for Presidio County?"

It is for some Marfa residents, like Zane McWilliams, who's worked on local ranches, and recently landed a job as a barista at the Brown Recluse. "The Marfa boom's good if you can get a job from it," he says. "If I wasn't here at the Brown Recluse, I'd be digging ditches."

It's unlikely, though, that many locals could afford to buy a new home in town. "Houses worth $20,000 or $30,000 are selling for $250,000," says Presidio County appraiser Salgado. "Adobes worth $20,000 are going for $200,000." Like thirsty cattle who can smell water miles away, lowing investors are stampeding up Highway 90 eager to buy anything with daubed mud and a screen door. Their frenzy astonishes many locals.

"People call in and ask to get in on the ground floor," observes Marfa real estate agent Linda Jenkins. "I tell them they're six years too late." Still, the inquiries keep coming. From New York. From Dublin. From Singapore. Even the French, who are making Marfa the new Paris, Texas. "I've sold four properties to French clients," says Wright. "Guess they like the art."

Some longtime residents benefit from an increase in property prices, but they are burdened by them, too. "If [the real estate boom] doesn't stop, it will be so hard for the average taxpayer who has lived here forever to pay their taxes," says Salgado. "I have to explain to them that because Mr. Smith from Houston bought a house like yours I have to charge the same rate. They ask me, 'What have I done?' and I have to tell them, 'Nothing, it's just the market.'"

The glamour carries another price tag invisible to the tourists tripping in from St. Germain or Williamsburg. The new eateries and bamboo-floored galleries have meant the end of more prosaic retailers. There wasn't much to begin with, but what's left is going fast. In February, Mary Arrieta lost the main street location for her store Ave Maria, which sold the town its religious icons, wedding crystal, and greeting cards. At the time, she paid $300 in rent. The new owner needed the Highland Street space for upscale lofts. Mike's, the local cafe, had to move off Highland, too.

"For 29 years, I could afford to rent on [Highland]. Now I can't," says Arrieta. "It is sad the way the art crowd is working it out so that they don't have to lift a finger to put us out. Mike's Cafe was the only one left and he's going to be out by July. Marfa Cable [TV] is looking for a place. They say to me, 'Mary, where are we going to go?' We cannot buy socks or pants here. The other people are rich. They jump in their planes, fly to the city and buy what they need."

In the showdown between minimalism and big-box retail, there's no truce in sight. "I guess the feather company feels Chinati is snotty and Chinati feels threatened," says newly elected Marfa Mayor David Lanman, a transplanted Boston craftsman. Despite its protests, Chinati's campaign seems doomed. As Judge Agan points out, Trento's land is in unincorporated Presidio County. "He can build skyscrapers if he wants to," Agan says. "As long as he has a permit, there's nothing we can do." Currently, Trento is waiting to hear whether his subdivision will be home to a new U.S. Border Patrol station. He's in competition with another Marfa site and should know by fall. In the meantime, he continues to refine his blueprint for ranchettes and retail stores.

Lanman says the last thing he wants is to see Marfa become another Santa Fe. "When a town becomes a product and not a vision you lose something," he says. He points to a "Third Way," recognizing that Marfa must grow but in the process not ruin what is special about the town. "We're trying to develop guidelines for Marfa to encourage or limit the size of buildings in particular areas," he says. "People will have to apply for permits now -- they won't just be granted one over the counter [automatically]." (This won't affect Trento's development, as it's outside city limits.) Lanman hopes that new ideas, what he calls "frontier vision," will encourage townspeople to find solutions to how Marfa should grow. As an example that benefits everyone in town, he points to a new nonprofit health clinic, Marfa Health and Wellness, run by Kate Wanstrom, a local nurse practitioner, which opens this fall in an old Baptist church behind the Thunderbird Motel.

For now, though, the Marfa boom shows no signs of flagging. In fact, it is reverberating around the Texas big bend to Alpine, Fort Davis and Marathon. Each town is developing its own unique flavor. Austin politicos, such as columnist Molly Ivins, favor Marathon. (There's a boutique there called AUSTINTaTIOUS.) Fort Davis draws affluent retirees, especially from the Houston area. Alpine, the region's commercial hub and site of Sul Ross State University, attracts people from as far away as Germany.

For the next round of urban refugees, worried they're too late to cash in on Marfa's zeitgeist, fear not. The Texas Historical Commission, a state agency for historic preservation, says Alpine, the town next to Marfa, has the largest collection of historic adobe structures outside of El Paso. Drive to Alpine's south side. There, on Gallego Avenue, across from Our Lady of Peace, the pretty Catholic Church fashioned from native stone, sits an old adobe. A hand-lettered sign is affixed in front: "For Sale -- $25,000 -- Price Firm." Or said. It's recently been removed.

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