On March 4, 2012, the Monday after the weekend-long celebration that opened architect Santiago Calatrava’s bone-blanched Margaret Hunt Hill Bridge, the neighborhood that found itself suddenly connected to the snarl of interstates a half-mile off, went back to looking the way it had for the better part of the previous century. West Dallas’ corrugated steel warehouses and low-slung brick storefronts that date back to the 1920s and 1930s hardly took notice of the few extra cars that began rolling down a recently widened Singleton Boulevard. The vacant lots that had been quickly laid with decomposed granite and crushed concrete for parking were empty after the brief deluge of traffic. And yet, there the bridge loomed, an indelible ribbon of bent steel in the sky, while West Dallas remained—at least on the surface—the same.

It wasn’t. Underneath the neighborhood’s seemingly indifferent urban landscape, a tectonic shift was beginning. For eight years, three investors from North Dallas had been working to forever alter the neighborhood, to build their dreams. The trio—Stuart Fitts, Larry “Butch” McGregor, and the famed restaurateur Phil Romano, the culinary visionary behind brands such as Fuddruckers, Macaroni Grill, and Eatzi’s—began buying land in West Dallas in 2005. Over the better part of a decade, the three partners sunk more than $45 million into the rundown neighborhood, nabbing upwards of 80 acres of property in an area delineated by the Trinity River on the east, Sylvan Avenue on the west, West Commerce Street on the south, and the residential neighborhood of La Bajada on the north. Today, just a year since the opening of the bridge, signs of change have sprouted: restaurants, a brewery, a home decor shop, a huge culinary event space located in a remodeled warehouse. Dirt is flying on the centerpiece, a former loading dock that by the end of 2013 will boast a mix of new restaurants and shops, a so-called “restaurant incubator.”

Yet this development, called Trinity Groves, is only the start of the big plans Romano and company have in store for West Dallas, taking up less than 20 percent of the land the three partners have assembled as part of the investment group West Dallas Investments (WDI). When the bridge opened last year, it not only connected the historically underserved and largely African-American and Hispanic communities of West Dallas to the rest of the city—West Dallas suddenly a two-minute drive from the Convention Center, a five-minute drive from the Lovers Lane exit on Central Expressway. Nor did it merely, as some boosters pronounced, symbolically stitch together the northern and southern sectors of this racially divided city. The Margaret Hunt Hill Bridge connected the city’s highway system to one of the largest real estate speculation deals in Dallas history.

“Tom Leppert said to us, ‘What happens here will determine what will happen for the next 100 years in Dallas,’ ” Romano says. “That’s a pretty challenging statement to make.”

If the former mayor was right, then Phil Romano and his two partners will leave as indelible a mark on the landscape of Dallas as Santiago Calatrava has left in our sky. In the process, they’ll become wealthy men—or, in Romano’s case, wealthier.

Phil Romano, Stuart Fitts, and Butch McGregor didn’t start buying land in West Dallas so they could build a new city there. “It was a hedge,” says Fitts, a venture capitalist. They all had children who attended the Episcopal School of Dallas, and they wanted to make a long-term investment that would benefit their children. They looked at a map of Dallas and tried to think of the big picture: where would development happen in the next 50 years? What part of town would present the fewest obstacles for urban expansion?

“With the Ballpark, Cowboys Stadium, the horse track, DFW and Alliance [airports], common sense just said, in order to expand the city of Dallas’ tax base, you have to expand west,” Fitts says. “So we said, What the hell, we’ll just start buying land out there and we’ll hold it. It’s already at the bottom of the barrel. It had no place to go but up.”

In 2005, the Calatrava Bridge was still an unfunded potentiality, the Trinity River Project ensnarled in political wrangling over a toll road. It didn’t take long, however, to discover one reason prices were so low in the forgotten enclave.

While West Dallas’ urban landscape remained largely unchanged for decades, the underlying status of ownership in the area was tangled and overgrown. Purchasing land was difficult because tracking down who owned the parcels was a nearly impossible task. McGregor was the investment group’s man on the ground, hustling door to door, digging through tax records, tracking down absentee landlords, forging relationships with owners, sometimes attending private family functions.

“This is the guy, right here,” Romano says, by way of introduction. “Butch has been on the ground doing it, putting on a lot of weight, eating a lot of Mexican tacos, going to funerals—all that kind of stuff.” It’s the restaurant magnate’s self-consciously coarse sense of humor, his way of highlighting, in mock good-ol’-boy fashion, McGregor’s efforts to become a part of the West Dallas community, not just bully his way into deals. “We try to get him to push a little harder sometimes,” Romano says, laughing. “But he chooses to be lazy, to be sensitive to everyone’s needs out there.”

“Yeah, I know the people,” McGregor says. “I know everyone down there. I talk to them, and it’s not always about business. It’s this, that, or the other. We’re very cognizant of people’s lives, and we try to treat people just like we want to be treated.”

In some cases, land had been handed down for so many generations that members of the family scarcely had any idea they owned it. In other instances, McGregor found himself standing between the 10 siblings who wanted to sell and the two who didn’t. WDI even moved a few owners into houses north of Singleton so they could get their hands on the property that lay within the zone they were purchasing. Assembling the 80 acres took more than 150 transactions.

“It has been a logistics and legal nightmare,” Fitts says. “For so many years the city had ignored this side of the Trinity that it got fractionalized and it really fell between the cracks. They would have never allowed this to happen in North Dallas, let’s just put it that way. They just weren’t paying attention.”

As it turns out, the complicated ownership situation on the far side of the proposed bridge was one of a number of things that scared off potential buyers. WDI had virtually no competition. When the bridge was finally funded and construction began and other investors began to take notice of the cheap land in West Dallas, it was too late.

“The real estate people in Dallas had a really bad stigma—it’s West Dallas, forget about it,” Fitts says. “But then some significant real estate people came out here to see what was going on. By the time they had got out here, we had bought it all up.”

To understand how three investors managed to purchase nearly all of the developable land at the foot of the Margaret Hunt Hill Bridge, however, it is not enough to blame titles and complicated ownership situations. You have to understand the history of the neighborhood. West Dallas was shaped by the same forces that have left other parts of the city still seemingly teetering on the edge between the 19th and 20th centuries: racism, poverty, neglect, unchecked industrialization, and failed efforts at social renewal. Through the years, cement plants, chemical factories, and oil refiners led to the settlement of company towns. The neighborhood of La Bajada, which sits closest to the WDI landholdings, began to take shape after the workers who helped build the Trinity River levees in 1931 settled in the newly protected area. In 1934, Murphy Metals (later RSR Corporation), opened a lead smelting plant near the corner of Singleton Boulevard and Westmoreland Road, and for more than half a century, it poisoned tens of thousands of people who lived in West Dallas. West Dallas also was the site of one of the nation’s largest—and most criticized—housing projects, sitting across from the smelter site, turning dilapidated shacks into monolithic, crime-ridden apartment blocks.

Even though it was incorporated into Dallas in the early 1950s, residents who grew up there remember not having indoor plumbing, running water, or paved streets well into the 1960s. Some also remember stories of the sharecroppers who, choked off their land during the Great Depression, settled in shanty towns that sprung beneath the Commerce Street Bridge. Among those rural transplants was the Barrow family. And when Clyde Barrow fell for a beautiful, puckish young woman named Bonnie Parker, West Dallas became the place the two fabled renegade lovers couldn’t wait to blow.

“The western area was always off the radar screen,” says John Gosling, a retired urban planner who headed up the creation of a master plan for Dallas’ State Thomas District. “No one drove through it on their way to work, and it got neglected.”

tres_01 photography by Elizabeth Lavin

Even with Babb Bros. BBQ and Hofmann Hots, the first restaurants in Romano and company’s new project, now open, West Dallas today doesn’t look very different than the shanty village that birthed Bonnie and Clyde. The tumble-down shotgun shacks and dilapidated bungalows are still there. Bonnie Parker’s elementary school, a ghostly brick building with a facade marked with faux-castle battlements, sits behind a Walmart-anchored shopping center off Cockrell Hill Road. The little white clapboard Barrow gas station still stands on Singleton. And Clyde Barrow is still here, buried in a tiny cemetery off Fort Worth Avenue. On a cool Sunday in November, Clyde’s grave is marked with plastic flowers, an empty bottle of Jameson’s, and a spent shotgun shell.

In a way, you could say Phil Romano has always been in the real estate business. In the late 1960s, he was a college student at Florida Atlantic University, owning and operating a couple of karate schools on the side, when the father of one of the students asked the intrepid young business student to partner with him on The Gladiator, an Italian joint in Lake Park, Florida. It was Romano’s first foray in the industry that would make him rich and famous, but not long after he began, Romano and his partner clashed.

Even at 72, Romano still has a sturdy build, stocky and barrel chested, with a strong, square jaw. It is not hard to imagine him as the young, hardworking Italian karate teacher from Auburn, New York, with dark skin and a Yankee accent, butting up against his first business partner. His partner was going to buy him out, and Romano didn’t have the money to counter the offer. It looked like he was going to exit the restaurant business as quickly as he fell into it, when Romano’s father, Sam, stepped in.

tres_02 West Dallas Investments created a “restaurant incubator” and brought in artist Shepard Fairey to help revitalize and reimagine West Dallas. photography by Elizabeth Lavin

“He said, ‘I’ll get the money to buy you out,’ ” Romano remembers. “And I said, ‘Where are you going to get the money, Dad?’ You know, he was a middle-class working Italian guy. Being Italian, I was worrying where he was going to get the money.”

Turns out, Sam Romano did find the money, but there was no funny business. He raised the funds the American way, by mortgaging the family home.

“It’s not the sweet smell of success that makes you work hard; it is the fear of failure,” Romano says, decades later and with enough personal success to back up the homespun aphorism. “If I failed, my mother and father lost their house.”

If Romano and company fail in West Dallas, the three investors aren’t likely to end up out in the street, but there is still a good deal of money and pride on the line.

“I do things for three reasons,” Romano says. “One is to make money. Well, I’ve made enough. The second thing is you do it for social recognition. Well, enough people know who I am. I can’t get drunk in town or I’ll get in trouble. And the third thing I do things for is intrinsic value. You do things because it makes you feel good. This whole project for me makes me feel like I am really doing something good for the city.”

Off Singleton, in a block-long warehouse that houses the West Dallas Investment offices, a large model shows a vision for the new West Dallas: high-rise hotels and office buildings flocked by four- and five-story apartments. Boulevards cut south from Singleton and under the railroad tracks that run out from Dallas toward Fort Worth. Around the railroad, there’s a commuter rail station at the center of a dense cluster of buildings. West Dallas looks like a second downtown.The model isn’t West Dallas Investment’s plan; it was created by urban design students as a vision for the area. It also isn’t the only vision that has been proposed. The West Dallas Urban Structure and Guidelines is a planning document that was created by the CityDesign Studio, a publicly and privately funded urban planning organization that offices in City Hall, over the course of a year with input from neighbors and stakeholders, including West Dallas Investments, and adopted by the City Council in 2011. Like the model, it lays out a vision for the area that includes a mix of high-density commercial uses and urban neighborhoods. It shows development that spans the railroad tracks (a commuter rail connecting Dallas to Fort Worth using the tracks through West Dallas is included in the North Central Texas Council of Governments 2035 Mobility Plan) and spills from the West Dallas Investments’ property into the West Commerce corridor continuing all the way to Interstate 30.

tres_03 photography by Elizabeth Lavin

On the walls of the office, there’s a third vision, West Dallas Investments’ own renderings of its future development. Pictures show warehouses retrofitted with restaurants and retail shops, wrapped with four- and five-story apartment buildings, streets and pedestrian corridors teeming with cartoonish renderings of happy visitors to the new West Dallas. “We’re going to be the gateway to West Dallas,” Romano says.

All of these renderings are still fantasies. When D Magazine went to print in late November, not a single multifamily development deal had been inked. But the trio insists they are close. Romano says developer Robert Shaw, a key figure in the development of State Thomas, is looking at the project. Fitts says a developer is looking to invest heavily in the vision, rolling out 10 phases of 300-unit apartment buildings, the first breaking ground before the end of 2013.

West Dallas Investments isn’t your typical land speculator. They want to stay involved in the development of West Dallas long term, not just by flipping their accumulated lots to developers, but staying actively invested in the projects, making sure, as the characteristically self-reliant Romano puts it, “it is done right.” Appropriately enough, the first phase of Romano and company’s “right” urban development is a restaurant project.

Before bringing in the property developers, West Dallas Investments is trying to make West Dallas attractive, to “add value,” by making it a hot dining neighborhood. Romano’s idea is a concept he is calling a “restaurant incubator.” The biggest obstacle that faces a chef or a budding restaurateur that dreams of opening his own place is often finding capital. There’s rent, the cost of equipping a kitchen, funding staff salaries, etc. At Romano’s incubator, called Trinity Groves, Romano and a team of investors (separate from WDI) will survey applications for new restaurant concepts. If they like an idea, they will put up the cash to open the concept in West Dallas. They will even forgo rent in exchange for 6 percent of the sales. In return, the investment group will own half the restaurant.

The catch: each restaurant idea must be scalable. If a restaurant concept in the incubator works, then the Trinity Groves investors stand to make a bundle franchising it out across the country. If it doesn’t work, then it will be swapped with another fresh idea. Romano calls it a win-win for the investors making a return on their initial investment, for the young chefs who get a shot at opening their own place, and for the neighborhood, which will be continually cycling through the latest trendy eateries.

The idea has already proven attractive to potential restaurant operators. Trinity Groves has about 20 spots to fill, and already more than 200 applications have flooded in. The first two spots, Babbs Bros. BBQ and Hofmann Hots (“Which will do for the hot dog what Fuddruckers did to the burger,” Romano says), are open. Romano says a production company in Los Angeles has also reached out to him expressing interest in shooting a food-themed reality TV competition show at the restaurant incubator.

tres_04 (clockwise) Mike Babb and Bob Babb, with Babb Bros. BBQ, and John Sims, with Four Corners Brewing Co., are among the first to open new businesses in the area. photography by Elizabeth Lavin

In addition to dining, West Dallas Investments also wants to attract compatible amenities like art and theater. They have already deliberately sought out arts groups, knowing that creative types are often the first to settle an on-the-edge area of a city. Art collectives and avant-garde theater groups have already staged shows and exhibitions in WDI’s empty warehouses, and The Dallas Contemporary commissioned the well-known street artist Shepard Fairey to paint murals on some of WDI’s buildings featuring two contradictory, ironic commands: “Rise Above” and “Obey.”

In a way, Romano and his partners are taking an upside-down approach to the typical development model. Usually restaurant and retail proprietors want to see roof counts before they test the waters in a new neighborhood. Here the amenities are coming in first, with the hope that the people attracted to them will eventually want to move in next door. On the other hand, the model isn’t as new as it sounds. Trinity Groves sits on vacant land at the end of a new highway connection. West Dallas Investments has come in, developed parking lots, and finished out spaces for retail storefronts. It’s similar to the way countless highway interchanges have spurred adjacent development in North Dallas.

“Now we have money and developers coming out of the woodwork saying, ‘Hey, we like this,’ ” Romano says.

The challenge for West Dallas, then, may be making the other elements of the project, the long-term vision—the apartments and offices that make up the dense, urban, walkable future city—spring from the ground in a way they haven’t in nearly every other section of Dallas.

On one of the first cold nights of the fall, just before Thanksgiving, the levee at the edge of the West Dallas neighborhood of La Bajada is lit up with glowing tents, a shipping container repurposed as a gallery, and a floodlight that shines out on a mat of straw stretching down the levee toward the river. Children brandishing thin sheets of plastic throw themselves onto the straw and race down the levee face. Nearby, an old black-and-white photo shows kids in ragged pants and oversize plaid shirts also skidding down the levee on the scattered straw, revealing that this is a sport indigenous to La Bajada.

The event, called POP Dallas: Neighborhood Stories, has been staged by bcWorkshop, an urban design-focused nonprofit that received a National Endowment for the Arts grant to stage six such events highlighting the history of—and fostering a sense of community in—overlooked Dallas neighborhoods. The head of bcWorkshop is Brent Brown, an architect who is also the director of CityDesign Studio. Brown has been intimately involved in West Dallas for more than three years. He helped lead the drafting of the West Dallas Urban Structure and Guidelines, which now directs city policy on the development of West Dallas. He was also engaged in last summer’s efforts by La Bajada residents to pass a Neighborhood Stabilization Overlay (NSO) ordinance, which would limit the height and function of structures in the working-class residential neighborhood adjacent to the West Dallas Investments’ land holdings.

The NSO passed the City Council in September 2012, but the struggle to adopt it left a lingering distrust between the neighbors and West Dallas Investments. Each war story from the NSO fight has two faces. A job opportunity offered to a La Bajada resident by the investors looks like a bribe to the neighbors; a push to change the proposed NSO boundaries to incorporate more single-family homes by the residents feels like a breach of trust to the investor group. WDI says they never had any intention of building in La Bajada, but words like “bullies” and “liars” circulate through the neighborhood. In a documentary about La Bajada history bcWorkshop produced for the event on the levee, Ysidro Huerta, who has run Huerta’s Garage on Singleton Boulevard since the early 1970s, chides the developers. “They asked me to name my price, and I said, $4 million,” he says with a defiant chuckle.

tres_05 Not everyone is excited to see the changes Romano, Fitts, and McGregor are bringing. Some want the neighborhood left alone. photography by Elizabeth Lavin

Now that the dust has settled on the NSO, most of the La Bajada residents I spoke to say they have confidence it will protect their neighborhood from erosive real estate speculation. But the conflict between West Dallas Investments and La Bajada also highlights how hard it is to quantify the value of a neighborhood, and for some, the experience of living on the street on which you grew up, next to people you have known most of your life, who share the stories of your past, has no price. Fifteen years ago, Eva Elvove, a La Bajada resident who headed up the NSO petition, moved back into a house her father paid $9,000 for in the 1950s. It is the home she grew up in, and it now sits mortgageless, sheltering her two mentally handicapped brothers, in a neighborhood where everyone on the block knows that the brothers can sometimes wander out and get lost—or into trouble.

On the top of the levee, I chat with Ruben Rangel, a middle-aged man who grew up in La Bajada, and he tells me about the two old men he knew in the neighborhood when he was a boy who were said to have ridden with Pancho Villa. He also shared stories about runners who would crouch on the levees listening for the squeal of Bonnie and Clyde’s car racing across Commerce Street Bridge, about the bags of money that would fly out the windows of their car to waiting neighbors. As we chat, a woman comes up to Rangel and tells him his brother, who led a Latino gang in the 1970s, once saved a man’s life. Rangel later tells me his brother died in a car wreck.

As we talk, Ruben hands me a brochure he has been passing out about the city of Dallas’ home repair program. Now that the NSO fight is over, community organizers are turning their attention to fixing up the homes they fought to protect. For all the bitterness of the dispute, it has sparked newfound enthusiasm for preserving the character and history of the neighborhood. In that way, La Bajada is also a reminder that the task of real city building—the forging of neighborhoods with character, texture, and a shared sense of identity—takes generations.

There’s a new fight brewing over West Dallas. Late in 2012, West Dallas Investments submitted an application for a Planned Development District, or PDD, a request for a wholesale rezoning of the area. Even though the CityDesign Studio’s West Dallas Urban Structure and Guidelines was adopted by the City Council as policy, that plan does not affect zoning. The problem is, WDI’s PDD application differs in some key ways from the Structure and Guidelines document.

Speaking with the West Dallas Investment partners, it sounds like some of the key discrepancies between the PDD application and the West Dallas plan—such as the desire to transfer unused building rights between spots on their property, or to waive the requirement to plat—may be intentional. Romano and company want the most permissible zoning possible, because the ability to build big and dense in the long term, they argue, will attract more development interest today.

But CityDesign Studio’s Brent Brown says that offering broad zoning entitlements would lead to development in West Dallas that wouldn’t fit a proper urban pattern. “Most developers will say, ‘Don’t tie my hands because I need to have flexibility,’ ” he says. “You need flexibility over time, but in order to secure performance, you need specificity to make sure it is going to be built.”

That specificity, Brown says, is provided by the West Dallas plan, which dictates that zoning permission must be “measured and strategic,” so that it doesn’t artificially increase expectations of land value, which could prevent incremental and organic growth.

But Romano argues that developers won’t bite unless they know they will be able to realize the maximum potential of their investment from day one of the deal. “You take that attitude and nothing is ever going to happen down there,” he says of Brown’s insistence on incremental zoning. “We can’t get big developers money to get funded if you say you can put only four-story buildings down here. And if you want to build more than four-story buildings, then you come to us and we’ll decide whether you can build eight-story buildings. They’ll say, ‘Bullshit. See you later.’ And you’re going to see the economic impact that is going to be missed by Dallas.”

It’s a threat familiar to City Hall, and it’s also an attitude that cuts to the heart of Dallas’ attitude about the role of municipal government in fostering city development. Do we remain “business friendly,” removing any and all obstacles to developers so as to entice economic investment, or do we leverage the tools of government to make sure the taxpayer investment in West Dallas—$10 million for a pedestrian bridge, $1.8 million for a gateway, $28 million invested in the bridge, plus millions in potential Tax Increment Financing subsidies—doesn’t just produce economic impact, but helps shape Dallas into the city its citizens want it to become?

But perhaps zoning isn’t Romano and company’s biggest obstacle. While demand for a spot in his restaurant incubator and one-off events like concerts have proven that Dallasites are willing to cross the new bridge to play in West Dallas, convincing the young, urban-minded people Romano’s team wants to live there is still an unproven goal.

“One of the things I noticed working in Dallas over the years is no one has a very clear understanding of scale,” says State-Thomas planner John Gosling. “They were trying to create intense and exciting urban environments, but they were either in the wrong location or talking about too many acres. West Dallas, by any definition, is not urban. It is almost like rural Mississippi. It is the last thing from urbanity.”

When Romano talks in his slurring, en-dearing upstate New York accent about wanting to do it right, about his sense of stewardship of the city, about how they want to wait for the right developer before acting, you can’t help but take him at his word. But wanting to do something right and actually getting it right are entirely different things. At this point, the strongest indication that WDI may get things right in West Dallas is the patience it has exhibited during its eight years operating in the area. It’s when developers get greedy and antsy that the temptation of an immediate return on investment stains the urban landscape for a generation or more.

Winding through streets like Herbert and Bataan, past smoking barbecues in the front yards of ramshackle bungalows, loitering neighbors chatting on a street corner, wandering stray dogs, or open workshops where carpenters carve custom furniture, a visitor can see that West Dallas is still marked by the development decisions made more than a century ago that turned this area into an industrial ghetto coupled with egregiously underserved working-class neighborhoods. And yet driving through West Dallas, you also feel the pace of the place, an ease, a slowness, and, despite its rough-and-tumble past, a sense of tranquility. It makes Gosling’s comparisons to rural Mississippi seem like scant hyperbole.

There is change. I stop in at the new Four Corners Brewery, right across the street from WDI’s offices, and the brew master is taking measurements on a resting mash. In the wood-paneled tasting room, I sample a half pint of a malty amber ale and stare out the brewery’s garage door, thrown open to the street that runs past a lot of banged-up cars. It is quiet and still, save the occasional banging of the brew master’s steel spoon on the hollow mash tun and the soft murmur of cars on Singleton 100 yards away. I can’t shake the feeling that as much as this brewery—like those smoking ribs across the street or that pale bow of white steel marking the sky up the road—are harbingers of change in West Dallas, West Dallas seems to be having its own kind of quieting effect on them. Right now West Dallas is a place caught in a moment in time, not the urban vision of the future, and it’s still infected with a palpable and lingering sense of the past. Perhaps the secret of its success will be for those two visions to learn, like La Bajada and the West Dallas developers did, to coexist.

Additional reporting by James Williford.