WHEN THE EARLY COWBOYS and ranchers got their first good look at the Marfa Plateau—the rich grasslands 4,830 feet above the desert, surrounded by far-off mountains and domed by a vast sky that made them feel both grand and puny at the same time—you’d like to think they were struck gloriously dumb. To be precise, you’d like to think they reacted as F. Scott Fitzgerald imagined the seventeenth-century Dutch sailors did when they came upon the American shore. “[F]or a transitory enchanted moment,” Fitzgerald famously wrote in The Great Gatsby, “man must have held his breath in the presence of this continent . . . face to face for the last time in history with something commensurate to his capacity for wonder.”Realtor Michael McGraw, who discovered Marfa for himself in 2004, says he knows all about that feeling: “The moment I got to Marfa, I said, ‘This is going to be the next hot spot. And I want to be part of it.'” McGraw, a former Las Vegas restaurateur (he was the general manager of Spago and the Coyote Cafe), came to Marfa with his partner, Kimberly Newman, for an art opening in April; two days later they bought an old 3,200-square-foot Army quartermaster’s building and are now converting it into a boutique salon and day spa. It will be called the Lucky Star. “I’ve never been so excited about anything in my life,” he says.

McGraw is not alone. A century after the cowboys and ranchers moved in on the local Tejanos, Apaches, and Comanches, a new breed of excitable invaders has arrived, this one made up of, among others, Hollywood fashion arbiters, the granddaughters of Texas ranchers, New York art-world youngsters, and Houston superlawyers. Many of them are friends who have bought second homes and who come here to get away, even if it’s just for the weekend. They congregate at the Marfa Book Company, on the main north-south road, Highland Avenue, sip protein drinks, and enthusiastically talk of the old adobe houses they’ve recently bought and how exhilarating it is to strip away the layers of paneling and muck on the walls, almost as if it were a process of self-discovery. Then they walk up Highland, toward the majestic Presidio County courthouse, past the locals filing into the post office (there’s no home delivery in Marfa, population: 2,500), past the new art galleries and shops in the gorgeous old downtown buildings, many built eighty years ago. They drink Venetian spritzes and eat rib-eye steaks and roasted-asparagus pasta at Maiya’s, on white tablecloths. Those who haven’t bought a place just yet stay at the gloriously redone Hotel Paisano, where Rock Hudson, James Dean, and Elizabeth Taylor hung out during the filming of Giant almost fifty years ago.

“There’s something magical about the town,” says Nina Garduno, a vice president of Ron Herman/Fred Segal in Hollywood who is building a fourplex of businesses in town. “I feel like all things are possible there.” Indeed, right now you can get a $2.50 latte, a $28 steak, a $120 room, and the Sunday New York Times—on Sunday morning. If you had visited at various times this past year, you could have gone to a gallery and danced to a two-piece rock band from Berlin or waded into a room stuffed head-high with red balloons. Soon, on San Antonio Street, the town’s main east-west road, you’ll be able to buy a thong, rent a skateboard, get your hair highlighted by a noted Hollywood colorist, and sip a cool mojito around a lush garden that was once an old forties motor court—while your kid goes to the new Montessori school.

A motto on a sign on the outskirts of town, raised by the chamber of commerce in 1996, reads “Marfa is what the West was.” That is so twentieth century. The fact is, the ranching industry was moribund back then, and Marfa was on the verge of joining some of its neighbors as a ghost town. Now that the new Marfans have arrived, a more apt motto is one you hear a lot these days on the streets and in the galleries, uttered with both excitement and dread: “Marfa is the new Santa Fe.” And Palm Springs, home of the jet set. And Greenwich Village, home of the bohemian. And, for that matter, Gatsby’s East Egg, where the wealthy fled the mundane world. In truth, no one really knows what Marfa is yet. Because every day, more people come, bringing their money, their energy, and their ideas of what the town should be. Residents of the old Marfa—retired ranchers, Border Patrol officers, and poor and working-class Mexican Americans—sit back and watch, usually with amusement. They’ve seen artist types before, the gloomy Germans and the serious New Yorkers who have been making pilgrimages to Donald Judd’s Chinati Foundation since the mid-eighties. But this is different. The Chinati has always been elitist and distant—like PBS. This new scene is loud, funny, weird—like HBO. If Marfa were a series, it would be called How the West Was Won. The answer: good coffee, boisterous art, and lots and lots of money.

“THIS IS THE FIRST HOME we sold to Donald Judd,” said Valda Livingston, a cheerful sixty-something-year-old realtor, driving her white Lexus SUV down a quiet street on the northern side of Marfa and pointing. “A couple from Santa Fe are going to turn it into a tearoom and possibly a B&B.” A few doors down, she said, “I just sold this to some people from Massachusetts.” A moment later she added, “I just sold this to a lady from Baltimore who is a writer and a poet.” As she drove, Livingston mentioned other recent clients: Houston defense attorney Dick DeGuerin; former Tyco CEO John Fort; Lewis Saul, a Washington, D.C., lawyer who’s opening a Greek restaurant; and Harry and Shelley Hudson, a Dallas couple who are converting the abandoned bus terminal into a large adobe home. After decades of rural decay, during which Livingston would get maybe half a dozen calls in an entire year, she spends much of her time now in her SUV, driving visitors around town and looking at properties. She figures she sells a home about every week and a half.

Livingston pulled out onto San Antonio, where most of the hipster capitalists have been setting up shop lately. She pointed out Ballroom Marfa, formerly Mando’s Garage, which she sold in 2002 to Virginia Lebermann. Lebermann and her collaborator, Fairfax Dorn, who are both heirs to nineteenth-century Texas ranching dynasties, had ideas for a different kind of art gallery after spending time in the New York City art world. “We wanted it to be a living place,” says Lebermann, “where people were hanging out and talking about art, music, and film.” At one of their spring shows, a performance piece called “In My Room: Listening to Records in Marfa, Texas,” an Austin music aficionado named Dominic Welhouse set up a simulacrum of a large, comfortable living room and played records from his prodigious collection for two weeks. His audience included ranchers, poets, and an area couple who handed out homemade prickly pear wine and sotol. The next month the Ballroom had its grand opening, and more than a thousand people came, most from somewhere else, to wade into the roomful of red balloons and gaze at a 24-foot light sculpture.

“I think this is so exciting,” Livingston said as she continued west on San Antonio, pulling up between the Thunderbird Motel and the Holiday Capri Inn, two old motor courts getting a rehab from Liz Lambert and some investment partners, including Lebermann. Lambert, who is from Odessa and whose roots extend to the local McKnight ranching clan, lives in Austin, where she is well known as the eccentric entrepreneur who turned a run-down hooker motel and parking lot on South Congress Avenue into the cool, ascetic, almost minimalist Hotel San José and Jo’s Hot Coffee. Lambert has been making the drive to Marfa more and more as the Thunderbird nears completion; it should be open next month. Renovations at the Capri are going to take longer (it will eventually be part of the Thunderbird). When finished, it will include a courtyard, interior gardens, a diner, and a bar. Five years ago, says Lambert, she would not have considered opening such a place in Marfa. “Now,” she says, “there’s enough traffic.”

Farther down San Antonio, almost to the edge of town, Livingston pointed out two stakes that marked off a block that had fallen into ruin and had recently been bought by two friends of Lambert’s, Nina Garduno and her girlfriend, Leisha Hailey, a star on the Showtime TV series The L Word whose photo was recently on the front of the New York Times Sunday Styles section under the headline “The Secret Power of Lesbian Style.” The two have a concept Garduno calls Free City: a hip indoor-outdoor retail “experience,” with a restaurant, a music venue, a “stuff you can use” store, and a shop called Let’s Go, where you will be able to get restored vintage skateboards, scooters, and Schwinn bicycles. In 1999 the two drove through Marfa but couldn’t find a place to eat, so they kept going. But this spring they came back, and the town was alive. “This is it,” Garduno said. “This is the place.”

And then there’s Michael McGraw and Kim Newman’s spa, behind the Thunderbird. McGraw had heard about Marfa from his friend Lebermann. On his first visit, at the April Ballroom opening, he and Newman saw how the thousand or so tourists had no place to get dolled up. So they bought in. The Lucky Star, McGraw says, will do “manicures, pedicures, massages, and world-class hair. Kim is one of the number one colorists in the country.” The pair are planning on rehabbing the old quartermaster’s building back to its 1920’s roots and allowing local artists to put their art on the walls. They may also put in a pool and some Airstream trailers.

Not all the new Marfans are thinking so grand. Chris Cessac, who has been here since 2000, is one. Cessac, from Portland, Texas, gave up practicing law for writing poetry before arriving in Marfa and doing some of each. “I was attracted to Marfa,” he says. “I was not attracted to a vision of Marfa.” Now he and his wife, Jeanne, are opening the Brown Recluse, a coffee roastery and used-book-and-record store. But Cessac is taking a low-key approach and says he will have a section of books in Spanish—and cheap coffee. “Our coffee will be one dollar a cup,” he says. “We think that’s important.” More than anything, he worries that Marfa is growing too fast in some ways and not fast enough in others. “There are a lot of fine galleries here,” he says, “but there’s still not a full-time doctor or a pharmacy or a vet. Sometimes I feel pretty jaded and skeptical.”

“HOW MANY TOWNS GET TO REINVENT themselves?” asked Robert Halpern, the editor of the Big Bend Sentinel, Marfa’s newspaper. He was sitting in Carmen’s Cafe, under words painted on the wall that read “Marfa Brags.” Below them were others, including “Population 4,500 Urban, two country clubs, 103 business establishments.” The words were painted around 1950 and recall an era of long-gone glory. Marfa was founded in 1883 as a stop on the railroad that headed west to El Paso from San Antonio. Soon the vast Presidio County grasslands were divvied up by cattle ranchers, and Marfa became their headquarters. Ranching money built the beautiful downtown buildings, like the Brite Building and the El Paisano Hotel, designed by the El Paso architect Henry Trost and built in 1930. “It was very stylish here,” says local historian Cecilia Thompson about those days. “The social life was really extravagant.”

It wasn’t just ranchers. Marfa was also a military town. Camp Albert was established around 1911 to keep an eye on the border during the Mexican Revolution; in 1930 it became Fort D. A. Russell, which helped buoy the area when the Depression hit. During World War II, bomber crews trained at the nearby Marfa Army Air Field. By the end of the war, five thousand people lived in Marfa, including two hundred German POWs imprisoned at Fort Russell.

But in 1946 the bases closed, and the fifties saw a seven-year drought that crippled the ranching industry. Ranchers began selling off land, and the Border Patrol, which had opened a sector headquarters in Marfa, became the area’s biggest employer. By the seventies, those residents who had stuck it out would sit around the Thunderbird restaurant, the town’s gathering place, sipping coffee and complaining about hard times.

Then the godfather of the new Marfans showed up. Donald Judd was a famous Minimalist artist from New York, one of the most influential sculptors of his time, and he was tired of the big city. For Judd, context was everything, and he loved the idea of his spare, modernist shapes at permanent rest in the harsh light and rugged terrain of West Texas. In 1973 he began buying up houses and then commercial buildings in the depressed downtown. Finally he bought 340 acres at the old Fort Russell, on Marfa’s southern outskirts. He turned two artillery sheds into homes for one hundred large mill-aluminum boxes. He placed fifteen giant concrete shapes, like megaliths from some prehistoric Trans-Pecos Druidic civilization, in a pasture. He converted the old barracks into permanent installations for other artists. He called his place the Chinati Foundation. “Judd was his own person,” says realtor Livingston. “He was in his own world.” Judd was cranky and remote, putting a high wall around his home and office, which sat on San Antonio. His foundation, though, grew in stature, at least among outsiders and especially among Europeans, who journeyed to his Minimalist oasis by the thousands.

But the visitors, who often stayed at the Chinati, didn’t spend much money in the sleepy little town. When Judd died, in 1994 of lymphoma, Marfa was almost dead too. Downtown businesses were boarded up, including the Paisano, and the population had sunk to 2,400. That year, Joey Benton and Maiya Keck, two former Rhode Island School of Design students, moved to town. Keck was a childhood friend of Judd’s daughter, Rainer, and came to help administer his estate, though someday she planned on opening a restaurant. There wasn’t much to do in Marfa, the couple remembers, so they learned to play bridge, which they played with the wives of some of the ranchers. Keck recalls, “They’d say, ‘Why are you young people moving here? This town is dying.'”

Slowly, Marfa began to revive. In 1997 Tim and Lynn Goode Crowley moved to town. He was a Houston plaintiffs lawyer, and she was an art gallery owner who had been diagnosed with multiple sclerosis and needed clear, dry air and the quiet life. Once in Marfa, the couple began buying property, rehabbing it, and then either reselling or renting it out. And they told their friends, some of whom were artists and arty types, some of whom were lawyers, about this strange little mecca. And then they started coming and buying and building homes, usually for getaways from the big city.

In 1999 the Crowleys did something outrageous for what was then an anti-intellectual West Texas backwater. They opened the Marfa Book Company, an airy, well-lit space heavy on art books, modern fiction, and Texana. When the manager, a Houston native named Louis Dobay, had the brilliant idea of adding a gourmet coffee shop and wine bar, Marfa got what it hadn’t had in a while: a clubhouse, a place to meet. Soon, old ranchers were sitting out front next to Germans headed to the Chinati Foundation. Writers such as David Foster Wallace were walking the aisles and sometimes giving readings at the bookstore. They were guests of the Lannan Foundation, a Santa Fe­based program for writers and artists that bought a few homes in Marfa and in 2000 moved its residency program there. In 2001 the Paisano was bought and restored, and the courthouse was reopened a year later. Keck decided the time was right for a fancy restaurant, and Maiya’s opened in April 2002.

YOU WOULDN’T KNOW IT FROM the generally all-white faces at gallery openings, but seven out of ten Marfans are Mexican Americans, and most of them live on the town’s south, east, and west sides, where you’ll pass block after block of mobile homes, small adobes, and beaten-up wood-frame houses. The races have always been split in Marfa, bitterly in some eras. The paternalism of the old segregated days is still alive; some whites still casually use terms like “wets” and “wetbacks.” And, of course, the people doing the rehabs are all white, while the people doing the labor are all brown.

The recent boom has already made Marfa unaffordable for the town’s working poor. Ten years ago you could buy an old adobe home for $20,000. Now, even if the walls and the roof have caved in, adobes go for twice and three times that. And if they’re in good shape or in a good neighborhood, they go for a lot more. Nice homes are selling for $100,000 and up. Angela Borunda, a 26-year-old whose great-great-grandmother ran the Old Borunda, the first Tex-Mex restaurant in Texas (established in 1883), and who wears a silver stud in her eyebrow and a diamond in her nose, says she likes the changes in Marfa: “It’s helping the community a lot. The older Mexicans like it that people are coming to do things to the town.” But she also can’t afford to buy a home anymore. The north side is out of the question. “And on the west or south side, you have to knock the whole house down and rebuild, and that’s very expensive,” she says. Mayor Oscar Martinez says a nonprofit corporation has been founded to help low-income homeowners (many Marfans live in houses passed down in their families) renovate their homes to keep up with the well-heeled settlers.

Despite the soaring home prices and property taxes, locals generally like the greenhorns. “They’ve face-lifted the town,” says Armando Vasquez, who was born here, raised on a ranch, and later ran the garage that became the Ballroom. “They’ve bought a lot of houses, fixed them up—they love the old adobe. Then they try to make them as original as they can. And they’re friendly people.” Whereas the Chinati has long been viewed by old Marfans as aloof, the new Marfans have made overt attempts to engage the natives. The four-year-old Marfa Studio of Art, next to the Ballroom, offers free classes for children. The Ballroom has the feel of a local rec center. “[The Ballroom] invited me and my wife to opening night,” says Vasquez. “They invited the whole town.” To the old-timers, the revitalized downtown—the Paisano as alive as it was in the glory days, the coffee shop where they can gossip like they used to at the Thunderbird, the Ballroom, where young people are excited about something besides leaving town—reminds them of when Marfa itself was young and they were too. When the old-timers do get upset, it’s not about the newcomers’ sense but their art-world sensibility. Hlynur Hallsson, an Icelander, caused a scandal in August 2002 when he put up a show at a Chinati annex that sits next to the library. Hallsson wrote, graffiti-like, in blue paint on a gallery wall, “George W. Bush is an idiot” and “The real axis of evil are Israel, USA and the UK.” Locals could see the large words through the windows of the gallery. They were not amused. The mayor got dozens of calls, the Sentinel printed many angry letters, and the gallery itself was graffitied in large white letters that read “You have no voice here! Ici go home. God bless George W. Bush.”

Joey Benton says that in the end, it was a positive thing: “It let people know that art has power.” And it let the artists and recent arrivals know—if they had forgotten—just where they were living: a land of old-school Mexican Americans, retired Border Patrolmen, and conservative ranchers. One old-timer asks, “Where do you think the redneck was invented?”

The learning curve, one guesses, is still ascending. Soon, for example, Benton and Keck are opening a Montessori school, and the Ballroom is hosting superfreak filmmaker John Waters. More hipsters are clearly on the way. “In the art communities of Las Vegas and Southern California,” says the Lucky Star’s McGraw, “the buzz about Marfa is just crazy.” Garduno has ambitious plans beyond Free City. “I’m hoping to do festivals eventually,” she gushes. “Music, film, architecture, sustainable housing.” Whether all the newcomers will stick it out when they realize how quiet and, well, uncomplicated a small town can be—that will have to be considered part of their great trailblazing adventure.

IN JULY MARFANS GATHERED AT THE Ballroom under one of those alarming West Texas sunsets, the kind that looks like somewhere the world is coming to a fiery end. The underside of the clouds was bright red, and the sky above them was a strange new hue—violet, maybe. The air was clear and dry and, though it was summer, cool. If you looked west, you would have seen the mundane world far below you. You would have felt both grand and puny at the same time.

The sun sets every night in Marfa. Boy, does it set.

Inside the gallery, artist Franco Mondini-Ruiz, who is from San Antonio, had laid out hundreds of objets d’art and kitsch—silver shoes, plastic hot dogs, photos of the little Mexican American boy from Giant—in gridlike lines on a giant 25-by-25-foot board. Dozens of people wandered around the art, talking loudly and drinking beer. Marianne Stockebrand, the Chinati Foundation’s director, leaned against the wall and gazed at the grid, which looked like the ordered streets of a small town. Robert Halpern spoke with Tim Crowley. Valda Livingston peered down, inspecting something. Dick DeGuerin, wearing blue denim and a cowboy hat, strolled slowly by with his wife, Janie. An older man in a gimme cap pointed out something—the pile of coffee grounds? The upside-down pudding packs?—to a younger woman. “I just love your house,” one newcomer who had bought a place the day before enthused to another. A pretty young woman from France talked to a man in a cowboy hat. Maybe he was a cowboy. Maybe he was a lawyer who’d recently bought a really nice house and a nice hat. In Marfa these days, you just don’t know.