Photography by Juan Garcia/Dallas Morning News

Carl Cornelius gazes at me with eyes as clear and blue as the sky on Easter Sunday morning, and that’s fitting, because the man’s life is all about the spirit of resurrection. He’s sitting in a structure he calls the Little White Barn. It’s his temporary office, off I-35, just north of Hillsboro. Modest for a man who owns his own town, but the structure has some history. "Dr. Red Duke used it for his first-aid center during the Fourth of July picnic in 1987," Carl says.

A man between empires, Carl attained the rank of Texas Folk Hero First Class because of a truck stop he built, the famed Carl’s Corner. When Carl decided to go rural-retail on the main road, he anticipated dealing with some curious and sometimes troubling transients. Hardly, however, the periodic visitations of the Four Horsemen of the Apocalypse. So far, he’s had an eventful run. But like all professional survivors, he only addresses the future, gesturing at the construction underway on the Hill County land across the nearby interstate. Thanks to his old friend and country neighbor Willie Nelson, Carl has gone green. He’s building a new and improved truck stop that will save the planet. No less than the New York Times has already taken notice of the place, which is set to open soon. That’ll be intriguing to watch. Of course, that’s the way it’s been around here, and what happens now is simply the next chapter in a Faulknerian epic.

Carl Cornelius opened Carl’s Corner in 1984. If you’ve driven that vapid, bumper-to-bumper conveyer belt of frenzied humanity that is I-35 between Dallas and Austin, you’ve seen the place, recognizable largely because of the 10-foot-tall dancing frogs situated on the rooftop. Really, Carl’s Corner stood out as the only identifiable landmark along the tedium of the Dallas-to-Austin corridor that Larry McMurtry, in Roads, called the most anxiety-provoking stretch of highway in North America.

Now, after almost a generation, the place is gone. So are the frogs. But, because Carl is Carl, be assured that this roadside attraction will return. Carl, a man generous of heart, mind, and girth, founded the place with the simple purpose of providing diesel and refreshment to truck drivers. His marketing scheme, at first, consisted of a woman called Treasure Chest who broadcasted live from Carl’s on a CB radio. "Come on by," she would coo to the truckers, "and get a free piece. [pause] Of watermelon."

PEDAL TO THE METAL: Carl says he pushed a major off a boat in the China Sea. He’d rather not talk about what happened later in Mexico.
Photography by Randal Ford
That was then. Things have changed. Carl now fosters a broader ambition.

Like all significant achievements, the new Carl’s almost didn’t happen. Circa 2003, Carl was disconsolate. The famous truck stop was in trouble, struggling to compete with operations like Love’s and Knox that were slicker and better financed. And, for the third time, Carl had lost a son. He was on the phone to his longtime pal Willie, the Cen-Tex balladeer. After losing his three boys, one at a time, Carl had lost his spirit, and he watched, almost passively, as the truck stop drifted toward oblivion.

"Willie, I think I’m gonna shut her down," Carl said.

His tone was bitter. So was Willie’s.

"You’re what?" said Willie. "All right, then, Carl. Just shut the [expurgated adjectival phrase] thing down."

The next morning, Willie was on the phone again.

"Carl," Willie said, speaking slowly and evenly, "don’t do that."

Willie had other ideas. Carl’s Corner, he decided, should become the national headquarters for the singer’s biodiesel project. Dump corn and soybeans into this machine, pull a lever, and presto. Out comes organic fuel that’s friendly to the earth’s atmosphere. Willie burns the stuff in his Mercedes. "It smells like pancakes," he says.

The new place, known as Willie’s Place, will be sort of a Whole Foods store for the Peterbilt set, and it should be up and running by New Year’s, according to the owners. The site is already alive with celebrity investors. Another Nelson, former Mavericks coach and now Golden State Warriors coach Don, is a frequent guest. So is Morgan Freeman. Julia Roberts is due to drop by soon.

It appears now that Carl and his compadres will all live happily ever after, which is the way all good stories should end. And this, the evolution of Carl’s Corner, is a helluva story, as rife with Texana as the battle of the Alamo. Sometimes, driving I-35 as it approaches FM 2959, I can glance in the rearview mirror and see the guy behind me gazing at the place, and I think, "Boy, if you only knew."

I met the fabulous Carl Cornelius not quite a year before the original Carl’s began its operation. We had a mutual friend, a Dallas man named Monk White, who, in his natural prime, was the most famous stockbroker in the United States. Monk and Carl were involved in a land transaction, the land where the truck stop would be. My job would be to act as the, uh, publicist for what was to come.

REDNECK PARADISE: The truckers’ pool drew at least three patrons.
Photography courtesy of Carl Cornelius
Carl insisted on driving up to Dallas to conduct our high-level strategic discussions. These took place at Ma Brand’s, a pressure-cooker bar somewhere around Samuell Avenue. A pressure-cooker joint is a strange genre of drinking establishment. The doors open at 9 am, and by 10:30, the place is packed. Housewives would throw a stew in a pressure cooker, drop the kids off at school, then drive to Ma Brand’s. There they would dance with a stranger, adjourn to a nearby motel for a nooner, take a shower, pick up the kids, and race home in time to serve the stew. Carl didn’t go for the nooners. He just liked to dance.

At our first meeting, it became immediately evident that he was a true eccentric. "I have out-of-body experiences all the time," he disclosed, sitting at our table. "I hear a whirring kind of sound, and then I’m just sort of floating above everything. I can see for miles."

His enthusiasm bubbled for the truck stop. He wanted a new career. His previous venture, a housing development for African-Americans in the Hillsboro area with five thoroughfares named Matthew, Mark, Luke, John, and Carl streets, had failed to catch on.

"Okay, Carl," I said. "First thing we gotta do is put together a press kit. That’ll have to include your biography. Gimme some highlights."

"Well, I grew up in Kingsville and ran away from home at age 14. Had about five bucks in my pocket."

"How did you manage to sustain yourself?"

"Siphoning tractor gas and rolling queers."

"Uh-huh. Might be better to focus on something else."

Photography courtesy of Carl Cornelius
"All right. I joined the Army, wound up getting court martialed for shoving a major off a boat and into the China Sea. Then, for a time, I became an evangelist. Had my own little ministry. Spread the good news all over Mexico. Then—wham—it hit me. Before you go and save souls, you need to clean the garbage out of your own backyard, if you know what I mean. Some things happened down there that I’m not real proud of."

"Yes. Certainly. Let’s skip the bio and talk about this truck stop."

Carl excused himself to go dance. Some heavy people are light on their feet, and that’s Carl. He ought to appear on Dancing With the Stars. Then he returned to the table and outlined his master plan, the ultimate haven for the knights of the road. Unlimited amenities for the gear-busters. "Yeah, we’re gonna have the truckers’ swimming pool, the truckers’ hot tubs, and that’s only the beginning. From there we’ll expand into a dream community for truck drivers. I’m talking about the truckers’ bank. The truckers’ chapel in the woods. The old-truckers’ home and the truckers’ cemetery.

"And," he continued, those blue eyes of his gleaming in the darkness, "I’m going to install these little video screens that show porno movies in each one of the truckers’ shower stalls so that the truckers will jerk off faster. That way, we’ll use a lot less hot water."

So Carl Cornelius was thinking about energy issues even back then.

The grand opening occurred on a Saturday afternoon in mid-September. We had run a couple of spots on WBAP radio, featuring Carl’s voice. He sounded better than Bill Mack. "Come one, come all," Carl boomed and promised free beer and barbecue. He also promised a "Wild West shoot ’em up show" featuring the world-famous Sunset Carson.

Carl has known Willie Nelson for years. The singer held his Fourth of July picnic at Carl’s in 1987.
Photography by Bob Wade
Monk White chartered a bus for his friends to drive to the event. When we arrived, the parking lot was jammed. Pitch free beer and chow, and multitudes will assemble. They were there from Cleburne. They were there from Maypearl. They were there from Waco. Hell, one guy drove up from the cancer ward at the Scott and White hospital in Temple. It was a glorious occasion, although the knife fight in the parking lot was not part of the scheduled entertainment. The food line extended out of the restaurant and across the parking lot, all the way to the proposed site of the truckers’ chapel. Cornelius realized the beer would soon run out, so he held back a keg for his own consumption and put it in the walk-in cooler of the Carl’s Country store.

Sunset Carson was something of a disappointment. Carson, who had appeared in several westerns in the earliest days of talking pictures, was having problems with his colostomy bag apparatus and was unable to perform the shoot ’em up show. He stood at the head of the food line and shook hands with the locals. Still, Carl was ecstatic over the turnout. His mood did sour later when he entered the cooler to enjoy his private beer keg. Some enterprising guests had beaten him to it and drained the entire thing, though they never bothered to leave the cooler. They were passed out in there, frozen into grotesque postures. Once revived, they were banished from Carl’s Corner forever.

The truck stop in its original form had been a Jim Walter model home, with gerrymandered expansions engineered by Carl. The truckers’ swimming pool was a converted grease pit. It didn’t have a drain. Soon, the poolside became a gathering place for girls of the hooker persuasion. When Monk White mentioned his concerns over this demographic, Carl shrugged and grinned and said, "What do you want me to do? I can’t keep ’em out."

Right away, the joint became a people magnet. Then, a year later, it became a roadside landmark with the arrival of the frogs. Those frogs, six of them, had originally appeared on the roof of a nightclub on Lower Greenville called Tango. They were the creation of artist Bob "Daddy-O" Wade, a genius when it came to major outdoor eye-catching installations. That big cowboy boot across from the airport in San Antonio is Daddy-O’s work, along with the giant iguana that appeared atop the Lone Star Cafe in New York City. But the frogs remain Daddy-O’s most enduring legacy.

He did all the work in a place Daddy-O called the Frog Factory near the nightclub, and his work was heroic, because he was on crutches throughout. Engaged in an argument with a business associate, Daddy-O had taken a stack of important documents belonging to the woman, and he’d thrown them out of a moving car. The woman jumped from the vehicle to retrieve the papers, and while she was bending over to gather the stuff, Daddy-O ran up from behind, attempted to kick her in the bottom, but fell and broke his leg.

The frogs were a terrific success, but the nightclub wasn’t. It failed because the 19-year-old son of a friend of mine set off a teargas bomb in the place one night in 1983. Carl, being savvy, bought the frogs from the Tango owner, Shannon Wynne, for $6,300, and their fame was instantaneously secured. So, too, was the fame of the truck stop.

Carl was rolling. What he did next was convince the people living in the doublewides on the unincorporated property that surrounded the truck stop to vote to turn Carl’s Corner into a town. Then Carl staged an election, and his townspeople agreed that becoming the only place on the highway between Dallas and Waco that sold alcohol was a swell idea.

Now the Corner was poised to thrive. National media seemed enthralled with the notion of a town like this. Carl was featured, for instance, on a segment of A Current Affair. I actually called my parents and insisted they tune in. "I invented this character," I emphasized, and then watched Carl on coast-to-coast TV, standing in his parking lot, and, on camera, say to some woman, "Come on inside and I’ll give you an enema."

THE FUTURE: Kinky Friedman is a pal of Carl’s. When Willie’s Place is finished, he probably won’t be our governor.
Photography courtesy of Bob Wade
The glory of Carl’s Corner achieved its maximum ascendency in 1987, when it became the site of Willie Nelson’s Fourth of July picnic. The event was not a financial bonanza. Most of the names announced to perform at Carl’s and listed in the paper were scheduled to pick and grin at some event in Washington, D.C., the very same day. Merle Haggard did show up for the show at Carl’s, but one of the security goons working backstage roughed up Haggard’s wife. He got mad, refused to go onstage, and split. So poor old Willie Nelson got up there and sang for about eight hours. I was there, but I don’t remember much. One of the von Erich boys offered me a muscle relaxer, and I really haven’t been quite right ever since.

Within five years, Carl’s Corner had grown from a concept drawn on a paper napkin at Ma Brand’s to what was threatening to become one of the leading tourist destinations in the whole Lone Star State. Looming just over the horizon was the sneering face of disaster.

On August 6, 1990, Carl was conducting a city council meeting. On the agenda was a proposal to bring casino gambling to Carl’s. "We ought to be able to do it like the Indians do it. Willie can front it," he was telling his minions. "Willie’s one-eighth Cherokee. That ought be enough. Hell, they voted him Indian of the Year two or three times."

Another topic of discussion at the council meeting was the brakes on the town fire truck and how much money would be required to fix them.

That’s when somebody yelled, "Fire!"

Seventeen fire-fighting units responded, but not much was left. The frogs, miraculously, survived. So did the inventory from the Big Owl liquor store. Carl rescued that, along with his vast collection of XXX-rated movies. But that was about it. Naturally, there was some speculation that the blaze had been a Miami Beach special. But who torches his own place when he doesn’t have insurance? Because Carl’s was a municipality, after all, he had been red-lined by the insurers and could not afford the premiums. If anybody had torched Carl’s Corner, it had been one of the local chapters of the Fellowship of Christian Arsonists. Among the 58 churches in the Hillsboro area, Carl’s was known as the Devil’s Den. Made sense to me. Everybody knows that Southern Baptists are habitual barn-burners. But the cause of the blaze was determined to have been faulty wiring in the AC.

Monk White arrived at the scene just as the sun was rising the following morning. "What I remember is a helicopter circling overhead and total devastation," Monk says. "Carl and some other guys were hosing down the safe, trying to cool it enough to get the $10,000 that was inside. It was an awful scene, and then, pretty soon, who in the hell would drive up but Willie Nelson? He said, ’Come on, Carl. Let’s drive over to my place [in nearby Abbott] and have a drink. You’re going to rise from the ashes.’"

Willie played some benefits that enabled Carl to begin the rebuilding endeavor. But the truck stop never really regained its pre-fire elan. So Carl’s Corner was financially compelled to go topless. He built a club with mirrors and thick carpets and called it Images. It was very un-Carl-like, really. The talent was unfortunate. Young women with missing teeth and legs like chopsticks. Carl girls. They say that all topless dancers hate their fathers. If I’d been the father of any of these girls, I would have hated them back. I did learn one thing from Carl. How to talk to a topless dancer. "Just ask them one question," he said. "Is your boyfriend in prison, or is he hiding out at your house?"

Those were bleak and dismal times, down there at Carl’s.

Now Carl Cornelius sits in a little white frame building, across I-35 from the site of the Willie’s Place empire that is poised to blossom and grow in that happy little town on the highway. Carl is happy that Daddy-O Wade has been retained to refurbish the frogs at a secret location, and only Daddy-O can fix them because one was decapitated en route to the restoration site. Carl can hear the ceaseless thunder of the traffic, the surging melody of I-35, while reading 2,200 e-mails a day from well-wishers on the biodiesel project. He’s been back in the Times again. He’s talking on NPR. For the first time in his life, Carl Cornelius can flex some serious financial muscle, thanks to Willie Nelson and a largely Dallas-based investment group. Carl is destined to become rich. Rest assured, though, that Carl Cornelius will not be corrupted by the almighty buck. He has committed the Sermon on the Mount to memory, and he realizes that no man can serve two masters.

Forget the dough. Through great times and through the very worst, Carl maintained his aura.

In 2002, I found myself in Monaco interviewing who was then Crown Prince Albert in the palace office that used to be occupied by his mother, Grace Kelly. Prince Albert, perceiving that I was Texan, surprised me by asking point blank: "In Texas, have you ever encountered a man named Carl Cornelius? Fabulous man. One of the most memorable people I have ever met, there in that place of his. He called me Al Bob."

Carl remembers Al Bob, too. "Yes. As a matter of fact, Prince Albert owns a certificate that identifies him as the Honorary Police Chief of Carl’s Corner, Texas," Carl says. "In return, Albert promised me that when his father finally died, and he became king, that Albert would knight me. Well, he’s the king, and it still hasn’t happened yet."

By now, the man knows that despite the giddy outlook of the moment, vexing issues lurk ahead. As the biodiesel program gains PR traction, Willie Nelson and his entourage are cited in Louisiana for carrying a pound and half of marijuana and a variety of mushroom not normally found in the produce section. With this news, Carl’s demeanor is awash with unconcern. "Everybody in the world knows that Willie smokes dope," he says. "The people of Louisiana also know that he raised $20 million for them after Katrina."

Carl’s deepest disappointment now lies in the realization that his keystone of the master plan of Carl’s Corner will never take form. "A roadside pyramid, bigger than the biggest pyramid in Egypt, right over there," he says, gesturing at the vacant acreage that lies across the state road. "Built entirely out of old busted truck tires." Carl shakes a tired but weather-proof head. "Can’t get the tires now. Got my hands tied there. Damn bureaucracy."

He turns and ambles back into his office, the little white barn on the interstate. Somebody from Arnold Schwarzenegger’s office is on the phone, and old Carl figures he should take the call.


Mike Shropshire profiled Rangers pitcher Chris Young for D Magazine in April 2005. He is the author of Runnin’ with the Big Dogs: The True, Unvarnished Story of the Texas-Oklahoma Football Wars (William Morrow, 2006).