My first thought on hearing that my friend Carlton Carl had bought the sleepy Central Texas hamlet of Martindale was that the dog stole one of our best ideas. Turns out he did—and he’s welcome to it. Back in the seventies, we few founding fathers of Mad Dog Inc. tried several times to buy just such a town. We planned to rechristen it the Republic of Mad Dog, secede from Texas, write a constitution, and live happily ever after, details to be worked out on the fly. Predictably, each attempt was thwarted, possibly because nobody wanted to do business with an organization whose stated purpose was doing “indefinable services to mankind.” It wasn’t until I actually visited Martindale with Carlton on a blistering hot day last August, however, that I realized how close we’d come to making a dreadful mistake. Or how our long-dormant ambition had inspired his folly.

Driving east from San Marcos to Martindale on Texas Highway 80, Carlton told me that he began fantasizing about buying and restoring a failing town when he learned of Mad Dog’s unfortunate experience with Sisterdale. That was years ago, when he was still a political operative in Austin, working for the likes of Preston Smith, Price Daniel Jr., Bob Bullock, and Ann Richards (a charter member of Mad Dog). On weekends, Carlton and his friends used to pile in someone’s Volvo and meander around Central Texas, stopping at honky-tonks and barbecue joints, drinking beer and talking history with the locals. “I was troubled when they began building bypasses around towns like La Grange and Smithville,” he said as we turned off the main highway and onto a narrow road leading to the San Marcos River. “Nobody goes to La Grange anymore, and yet it’s a wonderful town, with a great courthouse and great cafes. Martindale was like that once.”

Though he moved to Washington, D.C., 23 years ago—working for U.S. congressman John Bryant, of Dallas, and serving as vice president of the Association of Trial Lawyers of America—Carlton never scraped Texas off his boot heels. Looking for investment opportunities on the Internet in 2004, he discovered that Martindale’s historic and abandoned downtown was for sale; by selling a rental property that he owned in D.C., he was able to buy it (he wouldn’t tell me how much he paid, but according to the tax appraisal district, it was subsequently valued at $178,000). The purchase included six redbrick buildings on either side of Main Street, a corrugated-tin warehouse, sixteen silos, and three hundred feet of river frontage.

Martindale is not exactly a ghost town—its population is roughly 950—but it has been shuttered for years. The old downtown is a charming, decaying memory, a place where grass threatens to grow in the street and where deer ignore the occasional passing motorist to drink from the cool, clear waters of the San Marcos. It is so picture-perfect that movie companies have filmed there for years; you have to look closely to determine what is history and what is Hollywood fakery. It used to be the cotton and cottonseed capital of Central Texas, but it began declining after World War II and virtually died once the lone public school closed in the mid-sixties. Aside from the fines generated by an infamous speed trap, hardly any financial transactions take place there.

A sweep through town shows what once was. The water tower hovers over the original barnlike cotton gin with a huge sign proclaiming “The Largest Cotton Gin in the World for Breeding Seed Exclusively.” A few blocks away are the ruins of Harper Seed Company and the Merchant-Planters Bank. On the window of the old barbershop next door to Crook’s Store (relabeled “Walker’s Saddlery” by some set designer), a fake dinner menu advertises “beef stew 15 cents.” Embedded in the curb are real iron rings that were used to tie mules and horses. Most of the cotton was grown by sharecroppers, who enjoyed credit at Crook’s and all the other stores. At harvest time, they’d arrive at the gin in their mule-powered wagons to process and sell their product, then move on to Harper’s to sell the seed back to the growers, and then proceed to one of the general stores to pay their bills and buy supplies. Today, the only downtown structure that is occupied, air-conditioned, and not in need of restoration is the Municipal Building, which houses the police department, the city court, and the mayor’s office.

Standing inside the vacant hollows of Crook’s Store, I learn more of the history of the town from 85-year-old Martha Nell Holmes, the town’s first mayor (when it was incorporated in 1982) and the great-granddaughter of its founders, George and Nancy Martin Martindale, who came here from Mississippi before the Civil War. Martha Nell recalls that her uncle Hardy Crook sold everything from food to clothes. “Over by that window was a round rack of dresses,” she says. “The night our farmhouse burned—I was ten—he told me to pick out any dress I wanted. I picked a green one with lace and blue flowers. I loved that dress. I just wish I’d kept it.”

Martindale’s biggest problem is apathy, Martha Nell says. “It got so nobody wanted to run for office. We didn’t have much of a budget. I kept thinking someone would come along and restore these wonderful old buildings, but all they wanted to do was build facades for movies. Maybe Carlton is the answer to our prayers.”

Across the street, in a 10,000-square-foot building that once housed a bank and the Martindale Mercantile Company, I began to appreciate Carlton’s dilemma. This would make a great restaurant, he tells me. The loading dock, which extends almost to the river, would be a killer patio. So far, true to form, the only thing anyone has offered to build is a movie set. The place was used as a bank in Richard Linklater’s The Newton Boys, a bordello in Clint Eastwood’s A Perfect World, and a courtroom in Blood Will Tell, the TV miniseries based on my book on the Cullen Davis murder cases. To date, Carlton’s only non-Hollywood renter is a cabinetmaker named Mike Smith, who used to work out of his sister’s garage in San Marcos.

The silos are sometimes rented out as storage, but Carlton would like to see them transformed into artists’ studios (any artist interested in working in what is essentially a 24-foot-tall tin can should apply). Most of the buildings have the simple, classic architecture popular when they were built around 1900: high ceilings, hardwood floors, an occasional vault, some with doors, most without. True, they were built to last 100 years, but probably not 110. The clock is ticking. Everyone I talked to wanted to know what Carlton was going to do for them, and when. They need a drugstore, a grocery, a barbershop, a bank, a laundry, and a cafe. Name it and they want it. The trouble with owning a town is that people who live there expect you to do something with it.

In his book Once Upon a Time in Texas, former Austin lawyer David Richards, Ann’s ex-husband and Mad Dog’s legal adviser during our heyday, makes clear that the practical problems of owning a town never entered into our discussions. No matter. In the shank of long, wet evenings we used to spread out a Texas map and scout likely locations for our future fiefdom. An early favorite was the abandoned village of Shafter, in Presidio County. According to our map, there was a railroad track that led from Shafter to Presidio, which no doubt connected to the Chihuahuan rail line that ran to the Pacific Ocean. As Bud Shrake pointed out, the rail connection would make us the “Gateway to the Orient,” and we’d get rich importing silk and spices and all the things beloved in Shafter. On the minus side, Shafter was a seven- or eight-hour drive from Austin.

A few years later, we came perilously close to owning Sisterdale, an idyllic community founded in 1847 by German freethinkers, on the banks of Sister Creek in Kendall County. We had in our possession a letter from a realtor promising that for $6,000 we could buy the general store, the adjoining bar, and the dance slab, which was pretty much the whole business community. Loaded into Bud’s van for the ninety-minute trip to Sisterdale was our party of buyers, including David and Ann Richards, Pete and Jodie Gent, and a colorful friend from New York, Donald Ward, a gay former longshoreman and business partner in the famous restaurant Elaine’s. Donald had a thick Irish accent and long red hair that fell to his shoulders, bouffant-style, and he wore a magnificent pair of Musketeer boots that curled down just below the crotch. When we walked into the bar where we were supposed to meet the realtor, Donald removed his plumed hat and bowed deeply to a table of ranchers, who nearly choked on their beer. I believe I heard the sound of rifles cocking.

From that point on, negotiations went poorly. The realtor who had sent the letter stammered that there had been a terrible mistake. His secretary had somehow dropped a zero; the real price was $60,000. Tails between our legs, we returned to Austin, townless as always. A week later David spotted an item in a San Antonio newspaper that apparently explained the mix-up. “A preacher in Kendall County,” he writes in his book, “had issued a warning … that hippies and dope smokers were trying to buy property in the area, and the good citizens should be alert.”

Our final attempt at municipal ownership took place in the tiny community of Theon, east of Round Rock, at a beer joint called the Squirrel Inn. All you need to know about that adventure is that Bud nearly poisoned himself by drinking a glass of Scotch diluted with kerosene, that he was cured miraculously by a serving of goat’s milk, and that we spent the night in the Williamson County jail.

A handful of towns across Texas have re-invented their downtowns as weekend tourist destinations: Wimberley, Gruene, and Granbury, to name a few. Carlton thinks that could happen in Martindale. People love old-fashioned, small-town ambience, even when it’s bogus. He doesn’t want a white-wine-and-quiche bar in Martindale, but a bar of some type is essential in the big scheme of things—and therein lies his problem. Martindale has been dry since Nancy Martin Martindale’s son John platted the town in the mid-nineteenth century. “In the original deed,” Martha Nell Holmes told us, “Nancy gave each of her children a tract of land, but the deed stated that if any alcohol was sold, that tract would revert to the remaining children.”

Modern-day voters could amend that prohibition, but on two occasions they’ve voted to keep the town dry, and there’s no reason to believe they’ll change their minds. How disheartening it must be for Carlton to own a ghost town where the spirits say “Boo” rather than “Bottom’s up.”