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What would you do with an empty bank vault? On a Friday morning in mid-August, a Capitol Hill resident named Carlton Carl faces precisely that question. Standing on the inside of a dark, musty bank vault, Carl runs his fingers along the edges of the door frame where the concrete walls are easily 2-and-a-half feet thick. “I suppose,” says Carl, “that this could make a nice bomb shelter.”

Perhaps. Then again, the vault sits in an abandoned building, in a nearly vacant town, on the banks of a beautiful green river in the middle of Texas. Martindale, Texas, to be exact—a former cotton-processing center, some 35 miles south of Austin, which long ago emptied out. Martindale, population 953, needs a bomb shelter the way the District needs a cotton gin. But that’s OK with Carl, who is currently in an idea-generating phase of real-estate moguldom. All ideas with regard to the future of Martindale are welcome.

Earlier this year, Carl pulled off what could be the largest upgrade in the history of D.C. real estate. In the fall of 2004, Carl sold a 900-square-foot, two-bedroom, one-bath row house on 4th Street SE, which he had previously rented out. Carl says that the proceeds from the home, which he had owned for roughly 13 years, were significant. (As a condition for cooperating for this story, Carl asked that the Washington City Paper not publish the public-record sales figures.)

These days real-estate operators do a lot of things with their windfalls, including setting aside a nest egg for retirement, investing in oil futures, collecting art, exploring Tahiti, and learning to yacht.

Carl, 59, chose a different path, purchasing 36,000 square feet of commercial property in downtown Martindale—more or less what you would get if you stacked the Capitol City Brewing Company on top of the Tenleytown Whole Foods. A partial inventory of Carl’s purchase includes three empty general stores, a former bank, a cotton-seed weigh station, several warehouses, a movie-set courtroom, an aquarium filled with cotton plants, a seed elevator, 16 seed silos, and 300 feet of frontage on the San Marcos River. According to Carl, the proceeds from the house on Capitol Hill covered roughly 80 percent of the Martindale purchase.

Many of the structures are falling apart. One of the erstwhile stores, for instance, has no roof. “I got my hands full,” says Carl. “At some point I’m going to run out of money.”

When that happens, Carl—who still lives in D.C., where he works full-time as a vice president for the Association of Trial Lawyers of America and dabbles part-time in real estate—might have to sell off another one of his rental properties in the District. It’s a simple equation: Sell one house on Capitol Hill to buy a small town in Texas. Sell one house on Capitol Hill to fix it up.

But first, Carl has to decide what he wants to do with Martindale. Although he originally stumbled upon Martindale on the Internet while looking through real-estate listings, his infatuation with small Texas towns dates back more than 30 years. Carl grew up in Houston. After attending college and graduate school in New York City in the late ’60s, he moved to Austin. On the weekends, Carl and his friends liked to explore the surrounding Texas Hill Country, checking out old properties, stumbling on lost towns, and trying to trespass as much as possible without getting shot at by locals. Somewhere along the way an idea festered: How much fun would it be to revive a ghost town? Several decades later, Carl finally has his shot.

“I’d like to restore the town,” says Carl, who is loath to make grand pronouncements about the future of Martindale. “I’m open to suggestions.”

To date, nobody has given Carl the ceremonial keys to the city. But as he steps out of the empty bank into the four-alarm Texas sun, he pulls out the actual keys to the city, which fit on a single key chain. He locks the door to the bank and wanders onto the street outside, which is sweltering and deserted. A handful of single-story red-brick buildings line either side of Main Street. There are no parking meters, only a few metal rings, stuck into the sidewalk in front of the former general store, providing a place to tie up one’s horse.

A weeping-willow tree lounges at one end of town. Nearby, a corrugated warehouse marked “Harper Seed Co.” stands alongside a row of silos. In contrast to your average patch of abandoned properties in the District, there is no trash on the streets, no graffiti on the buildings. Only a few simple messages fingered into the dust that coats a nearby window: “Farmer Bill is a…” reads one. The profanity has been scrubbed clean.

It all looks a lot like a time capsule, a 19th-century small Southern town pickled and preserved for posterity. Originally founded in the 1850s by a woman from Mississippi, Martindale thrived for nearly 100 years as the processing hub for the local agricultural industry. But eventually the urbanization of central Texas caught up with Martindale. By the 1950s, the town’s economy was grinding down. The people who once visited downtown Martindale—from the local farmers with their wagons full of cotton to the neighborhood kids lounging outside the general store—gradually disappeared. Blame it on the cities. Or blame it on vague sociological euphemisms such as “economies of scale.” But when the Harper Seed Co. finally closed its doors in the mid-’80s, the transformation of Martindale was complete: One of America’s premier centers for cotton-seed production had finally, itself, gone to seed.

These days, outsiders visit Martindale primarily to float in tubes down the San Marcos River, which is accessible by rope swing a few hundred feet behind the back door of Carl’s bank. The neighbors, on the other hand, tend to visit downtown Martindale when they’re looking for cheap storage space. Carl rents out his silos as storage lockers for $25 a month. The rest of his buildings, at least those with roofs, serve as ad hoc warehouses for discarded odds and ends. A stack of church pews sit inside one of Carl’s buildings. His nephew’s canoe gathers dust in another.

In recent years, Martindale has also attracted a surprising number of film scouts who are smitten by the town’s turn-of-the-century charm. As a result, various television shows, music videos, and movies have been filmed in town: most notably A Perfect World, starring Clint Eastwood and Kevin Costner, The Newton Boys, starring Matthew McConaughey and Ethan Hawke, and New Line’s 2003 remake of The Texas Chainsaw Massacre.

Over the years, each subsequent film crew has left its mark on the town. A strand of wood beams sits on a vacant lot next to the bank—all that remains of a saloon that was constructed for one of the westerns. The window of one storefront is decorated with the menu of an eatery that never existed: “Pigs knuckles,” it reads, “25 cents.” There’s been talk recently that yet another film, Texas Chainsaw Massacre: The Beginning, will shoot in Martindale in the coming months.

Sometimes it’s difficult to tell where the real Martindale stops and the celluloid Martindale begins. Recently Carl got into a little debate with the town furniture maker, who rents studio space from Carl at the back of the former bank, about the authenticity of a decorative sign inside the building. “That looks real, like it’s been here for a long time,” said Carl. “Yeah, but they’ve been making movies here a long time,” replied the furniture maker.

After a few minutes of pointing out landmarks to a reporter, Carl strides across Main Street. It’s not even noon yet, and the temperature is pushing into the mid-90s. Carl, a sturdy, unmarried man with a large outcrop of a head that ends in a thick, curly beard, is starting to work up a sweat. It’s time to escape into the one fully occupied building in downtown Martindale—the municipal-offices-cum-police-station, which is celebrated for its air conditioning.

As Carl steps inside the cool brick building, he is greeted by Lola Walker, the mayor of Martindale, a middle-aged woman who’s decked out in a dark pantsuit with leopard-print trim. The mayor ambles over to Carl, says hello with a smile, and gives him a hug. “You’re the most popular man in town,” says Walker. “People keep coming in here and asking me about you and what you’re going to do. I don’t know what to tell people. Everybody is curious what you’re going to do with the properties.”

“I’d like to know that also,” says Carl.

The mayor gets around to her favorite topic. “You’re the biggest thing here since Clint Eastwood,” she tells Carl. “Clint Eastwood fell in love with this place. He wanted to buy this stuff for himself. He waited too long. You beat Clint Eastwood. They all want your autograph. They’re excited.”

“Well,” says Carl. “It’s the results that count.”

Speaking of results, the mayor reminds Carl that she would like for Martindale to have a restaurant. That’s a popular stance. Marian Purswell, who has lived in Martindale for more than half a century, says it’s been at least 20 years since downtown Martindale provided a place to dine out. A little cafe or perhaps a throwback general store would be great, says Purswell, who appreciates Carl’s openness.

“He’s asked the town people what they would like,” she says. “I think that’s nice. He’s not going to just come in here and say, ‘We’re doing this and that.’”

Carl agrees on the urgency of a nice hot meal, among other amenities. Certain residents in town would also like to have a laundromat. Carl understands. Not to mention a public park. Yes, yes, yes. Martindale needs all of these things.

But it also needs something more. Carl knows that to resuscitate Martindale—to bring the town back from the dead and to halt its further slide from real town to movie set—he needs more than a restaurant or a laundromat to jump-start Main Street. He needs something that can attract outsiders, something that can pull in day-tripping urbanites from the nearby cities. Austin to the north. San Antonio to the south. San Marcos to the west. Houston to the east.

Carl is a pragmatic sort of person—the kind of guy who can’t understand why people buy bottled water when you can get the same stuff for free from the tap. He’s good at sizing up the practical considerations of rehabbing Martindale; he’s competent at screening contractors, sizing up roofers, making mental lists of necessary repairs. But putting a forgotten town back on the map takes something more than a well-organized Blackberry. It takes a bit of freewheeling hucksterism. For Martindale to succeed, Carl is going to have to get in touch with his inner pitchman.

Carl doesn’t have to look far for inspiration. Here and there, throughout Texas, small towns have succeeded at reinventing their woebegone commercial corridors as improbable tourist destinations. The trick is to attract city dwellers out on weekend safaris looking to bask in some old-fashioned, small-town authenticity—no matter how contrived. As a result, seemingly every small town in Texas has some quirky attraction. Gator-fests. Goat-sled racing. Fire-ant festivals. And everyone claims to be the capital of something—from the cutting-horse capital of Texas (Weatherford) to the hippo capital of the world (Hutto).

Just a few miles downriver, the small town of Luling lures in visitors with an annual Watermelon Thump. The combination of live music, carnival rides, and seed-spitting contests has given the town just enough destination credibility to land it on the inevitable annual lists of “Great Texas Escapes!” And just up the road, the town of Lockhart has successfully positioned itself as the barbecue capital of Texas, bringing in a steady stream of visitors searching for the Shangri-La of smoked meats.

Nan Matthews, who manages Luling’s Main Street program, describes the Watermelon Thump as the 500-horsepower engine driving the local economy. The festival, which was started by the Kiwanis and Lions Clubs more than 50 years ago, now brings in some 40,000 visitors each year, accounts for a major chunk of the town’s tax revenue, generates loads of fawning publicity, and helps fill the coffers of the local nonprofits. Matthews, who recently heard about Carl’s purchase in Martindale, hopes that someday soon he can find his own version of the Watermelon Thump. Anything, she says, would be an improvement over the current situation.

“Right now Martindale is basically known as a speed trap,” says Matthews. “Which is a shame, because it’s on the San Marcos River, which is very beautiful. They have some great historic homes. They have all sorts of handmade crafts. A lot of the towns that people travel to for that kind of thing have gotten to be tourist traps. So it could be a really good weekend getaway type of place.”

After saying goodbye to the mayor, Carl gets in his Chevy Suburban and heads to Lockhart for some barbecue. On the way out of town, he gets wistful discussing the strategies of his cross-county rivals. Not that he begrudges their success. But it rules out those options for Martindale. With watermelon and barbecue out the window, he will have to turn to other ideas for destination-worthy wackiness. Carl mentions that a friend of his who owns some property in the small West Texas town of Marathon recently pitched him a less-than-serious idea. What if they both purchased a pair of 50-foot inflatable lava lamps and put one in Marathon and the other in Martindale? Surely the Texas-travel-guide writers would take note.

If that doesn’t pan out, Carl has other options. A few minutes out of downtown, he slows down the car at Martindale’s quirkiest landmark, the “shoe tree.” Along the side of the road, not far from the banks of the San Marcos River, stands a waist-high post that has been covered in battered, discarded shoes. According to Carl, the shoe tree may have started as a way of dealing with wayward sneakers lost by the tubers who are constantly floating downstream. All the footwear, Carl suspects, could add up to a festival. “I’m thinking of starting the Imelda Marcos Shoe Tree Parade,” says Carl.

As he pulls into Lockhart, Carl floats one more idea. He has a friend, he says, who builds handmade wooden boats. Perhaps he could move his boat-building operation to a building on Main Street, complete with a viewing gallery for curious passers-by. “If I were in a small town having lunch, I might want to watch someone build a boat,” says Carl. “That might be entertaining.”

Welcome to Martindale: The Handcrafted-Wooden-Boat Capital of Texas!

A week later, Carl is giving another tour of Martindale—this time to a county commissioner and a gentleman from Mexico who builds racetracks. Pretty soon, they’re back in Carl’s car, heading to the outskirts of Martindale, where the Mexican developer has just purchased 311 acres of cow pasture.

Carl eases his Suburban off the highway and onto a dirt road. Three weeks earlier the developer took a bulldozer and carved out a crude path of dirt, approximating the future racetrack, which winds its way through waist-tall grass, fields of yellow wildflowers, and clusters of mesquite trees. After a few minutes, he hits the future straightaway where someday soon car hobbyists will race their souped-up Porsches, Volvos, and Jaguars at speeds of up to 220 mph.

“I feel like going really fast,” yells Carl. The commissioner whoops. The Suburban lurches ahead, maxing out at about 20 mph.

Pretty soon the conversation returns to the subject of regional development. Along with the exciting prospect of the racetrack, the commissioner notes that just up the highway, a sky-diving school is currently expanding. According to the commissioner, a developer is constructing a handful of homes, each of which will include a private hangar and open access to the school’s airstrip.

“The more people who come to race, the more people that come to sky-dive, the more people there will be who want to shop,” says Carl. “They can come and race cars and jump out of airplanes, and then they can eat lunch in Martindale.”

Such talk of town-building synergies has filled Carl’s two-week August vacation. When he hasn’t been out exploring countryside racetracks, he’s been meeting with other potential partners, trying to drum up more ideas for the future of downtown Martindale. He’s met with a restaurateur from San Antonio to discuss options for fine dining. He’s talked with U.S. Rep. Lloyd Doggett about making an appearance at Martindale’s upcoming sesquicentennial celebration. He’s interviewed various contractors and roofers about patching up his threadbare buildings. He’s tracked down the contact information for a dean at the University of Texas School of Architecture, hoping that UT graduate students will someday study such things as how to turn 16 seed silos into art studios. And finally, he’s reconnected with a bunch of his old Austin friends and discussed options for Martindale, from food to flea markets to art to music to housing.

In the meantime, the residents of Martindale have been keeping a hopeful eye on his various comings and goings. The Rev. Glen Howe of the Martindale Baptist Church says that he would like to see Carl preserve a bit of Martindale’s old-fashioned feel before it gets pancaked by runaway development. Howe points out that Martindale is a mere five miles from Interstate 35, the primary road between Austin and San Antonio. Howe believes that it’s just a matter of time before the sprawl starts pushing east along State Highway 80 and washes up on the shores of Martindale. “The growth is coming this way,” says Howe. “Eventually we’ll have strip malls and stores out here. Anything that Carlton could do to preserve the quaintness of the town would probably be a real attraction.”

And Purswell shares the concern that Carl not have too much success in renewing the town. “It’s a unique town,” says Purswell. “I hope that he can do something. Although I’m not sure that I want it to become as popular as Gruene, or some of those places that get so overcrowded.”

For the time being, the threat of overcrowding in Martindale is a long way off. After completing his August listening tour, Carl himself will flee the town, returning to his day job in the District. Before leaving, he hopes to have settled on a roofer, though not necessarily on a grand vision for the future. Carl can take his sweet time in making big decisions like that. After all, the total property-tax bill for all his holdings doesn’t add up to much—about a quarter of what he was paying in taxes for a small rental property on Capitol Hill.CP

Art accompanying story in the printed newspaper is not available in this archive: Photographs by Darrow Montgomery.