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It started with an offhand remark by Robert Redford. It was sometime in 2005 that the legendary actor and director came to the sleepy, small town of Middleburg, Va., to visit his friend Sheila Johnson. Johnson—the co-founder of Black Entertainment Television and president and managing partner of the Washington Mystics—was gearing up to break ground on her new luxury resort and had invited Redford out to scope the land and swap stories about business and entrepreneurship.

“I took him up on the property and he stood there and said, ‘This would be a good place for a film festival,’” Johnson recalls.

That was ten years ago. Today, the Middleburg Film Festival is kicking off its third year, giving Redford’s own festival—the prestigious Sundance Film Festival—a run for its money.

Since launching in 2012, the Middleburg Film Festival has quickly become one of the D.C. area’s premier film festivals—no small feat considering the plethora of them, from AFI Docs to Filmfest DC to the dozens of specialized and genre festivals that take place throughout the year.

But Middleburg is different. From its very first year, it’s managed to book a diverse selection of extremely buzzy awards-season favorites—with their filmmakers and actors in attendance—that typically only screen at top-tier festivals like New York Film Festival, Toronto Film Festival, and Telluride Film Festival.

This year is no different: Among the 26 films playing over four days are Best Picture favorites like Sarah Gavron’s feminist period piece Suffragette; Todd Haynes’ intimate lesbian drama Carol; and Tom McCarthy’s highly acclaimed drama about the Boston Globe’s investigative journalism team, Spotlight, which recently opened the inaugural Investigative Film Festival in D.C.

Assembling this caliber of films isn’t easy, but when you’re Sheila Johnson, the country’s first black female billionaire, finding a way to make it happen isn’t the hard part—it’s ensuring that people will actually show up.

Situated just over 45 miles west of D.C., Middleburg is perhaps the least likely town to host a ritzy, international film festival. Its population of just 700 people and lack of movie theater—something one would think is essential for a film festival—notwithstanding, Middleburg is primarily known as an equestrian town.

“We’re sort of the Kentucky of Virginia,” Johnson says of Middleburg, which hosts a variety of equestrian events throughout the year. Her daughter, Paige Johnson, is a champion show jumper, which is what attracted her to live in the area. Though she frequents D.C.—she has ownership stake in not only the Mystics but the Capitals and the Wizards—and Arlington (her husband is an Arlington County Circuit Court chief judge), she resides full-time in the Middleburg area. She knew that if she was going to start a film festival here, it would have to be big enough that people would make the trek to attend.

“I wanted to bring something to the little town of Middleburg that’s going to bring more people in,” she says. “Something that’s going to boost the economy, but something that was kind of sexy and exciting.”

It’s no secret that Johnson is well connected in the film industry. In addition to serving on the Sundance Institute’s Board of Trustees for seven years, she’s executive produced hit documentaries, as well as Lee Daniels’ 2013 biopic The Butler. So when her 340-acre luxury resort, the Salamander Resort and Spa, opened in 2013, she already knew her next big project was to start a film festival, and she knew the perfect person to help her build it.

Johnson first worked with filmmaker Susan Koch on her 2008 documentary Kicking It, and their relationship continued with The Other City (the 2010 film about D.C.’s AIDS crisis). She knew that if she was going to pull off a successful film festival, Koch would be the woman to help make it happen. “She really knows the landscape and the film industry,” Johnson says.

Though they talked about the prospect of starting a film festival off and on over the years, it wasn’t until after attending Sundance in 2013 that they actually started planning it.

“We got back from Sundance and [Sheila] says, ‘I think we should do it this year,” Koch says. “And [Susan’s] like, ‘Are you out of your mind?’” adds Johnson. “I said, ‘Let’s just go for it.’”

They had their first planning meeting in February, and in just eight months, the first annual Middleburg Film Festival opened with Alexander Payne’s Nebraska, which would later garner six Academy Award nominations, including one for Best Picture.

The inaugural festival was a success in their eyes. They sold about 2,500 tickets that first year, and the festival cost about $500,000 to put on—Johnson’s investment, which was partially offset by corporate sponsors and partnerships, according to the Washington Post, which labeled it an “an itty bitty Cannes.”

The following year, Middleburg upped its game, opening with the Anna Kendrick-led musical drama The Last Five Years and programming another slew of Oscar-bait films, including future Best Picture nominee The Imitation Game. It again attracted somewhere in the ballpark of 2,000-plus attendees.

With its third year looking to be its biggest yet—Koch says they’ve already doubled their ticket sales from last year—both Johnson and Koch feel that the Middleburg Film Festival has finally carved out its niche.

The festival’s programming philosophy, Koch says, includes adding “some big Oscar buzz films, some foreign films, and then some gems that you might not otherwise get a chance to see.” Unlike other big festivals, Middleburg doesn’t try to cram more than 100 films into ten-plus days of programming. Instead, there are 24 films screened generously over four days.

In fact, Johnson and Koch’s overall guiding philosophy for Middleburg has been to figure out what things other big festival’s aren’t doing.

“We’re the only film festival in the country that honors film composers,” Koch says. This year, they’re honoring Carter Burwell, who’s scored dozens of films since the the mid-’80s, including several by the Coen brothers. Additionally, the festival will also honor cinematographer Dante Spinotti, who’s shot such visually lush films as L.A. Confidential, Heat, and The Last of the Mohicans.

And then there’s the issue of diversity in Hollywood, which both Johnson and Koch say is a driving force in their programming. Men directed 93 percent of the 250 top-grossing domestic films in 2014, according to a report by San Diego State University’s Center for the Study of Women in Television and Film.

This year’s festival aims to put the spotlight back on women directors, with the world premiere of actor Meg Ryan’s directorial debut, Ithaca, and an intimate “Fine Wine and Conversation” with Twilight director Catherine Hardwick, whose new film, Miss You Already, will play at the festival.

“I think that’s just a question that everyone in Hollywood is grappling with, the fact that there needs to be a greater representation,” Koch says. “Only four percent of the films directed by women make it to the big screen. For us to have over 25 percent is a huge, huge thing.”

But with an impressive and diverse lineup of programming, the one aspect of other big film festivals that Johnson and Koch don’t want Middleburg to have is the exclusivity.

Although advance ticket packages range from $100 to $2,500, tickets for individual films are just $15, and each film is shown at least twice during the festival to try to ensure that everyone who wants to see it will have a chance. (Middleburg has a number of corporate sponsors that finance the festival, including the Washington Post and Coca-Cola, which is this year’s presenting sponsor.)

The biggest challenge, Koch says, isn’t scoring high-profile films (both Johnson and Koch say most of the big films playing this year’s fest approached them), but rather “having a film festival in a town with no movie theaters.” Instead, screenings will take place at various other venues, including Johnson’s own Salamander resort, a school, a museum, a library, and a historic hall often used to host weddings.

Mostly, they’re just trying to figure out a formula that works for them: creating a mid-to-top tier film festival in the D.C. area that can be both accessible and prestigious, glamorous and inclusive, busy but not overwhelming in programming.

“I think we’re young and we’re off to a good start,” Koch says. “Telluride didn’t get The King’s Speech in their third year, so who knows?”