Audio slideshow: This windmill, near the depot in Grapevine, is one of the town's favorite symbols. Click the image to launch a multimedia production on Grapevine by producer Terese Loeb Kreuzer and photographer Betsa Marsh of the Travel Arts Syndicate. Related item If you go to Grapevine

GRAPEVINE, Texas -- As "Dallas" blared from TV sets around the globe from 1978 to 1991, a giant swath of North Texas galloped toward its destiny as the Dallas-Fort Worth Metroplex. Yet, a little town midway between them decided to say "Whoa" to a shared future of concrete pastures and tint-glass silos.

Grapevine, Texas, shook itself from hibernation and declared no more bulldozers, no more concrete. It would embrace its inner Podunkness as a shield against raze-and-rebuild modernism.

Today, much of Grapevine looks like any Texas hamlet from a half-century or so ago, and it's that ordinariness that now sets it apart from its face-lifted cousins. People come from all over to wander the sidewalks, pop into shops, jostle along on the old steam train and sip Texas wine.

They'll be sipping big time during the 20th annual GrapeFest, Sept. 7-10, the largest wine event in the Southwest. A quarter million wine lovers will wander Main Street, glass in hand, and toast the wild mustang grapes that gave the town its name.

Can't make GrapeFest? Grapevine keeps eight tasting rooms open all year -- including two at Dallas/Fort Worth International Airport. Not bad for a town that legally sold its first bottle of wine in 1993.

Grapevine, now bustling with 45,000 souls, is one of the few Dallas-feeder communities where you can park the car and shop, dine and tour without restarting the beast. Or mosey up Main Street on a horse and no one would blink.

Betsa Marsh Grapevine's Main Street, the spine of an extensive downtown area listed on the National Register of Historic Places, is being restored to its 1870-1946 period of significance. Click photo for larger image.

Main Street is the spine of an extensive downtown listed on the National Register of Historic Places, where corrugated tin facades have been ripped off to reveal red brick beneath. The goal, inch by inch, is to return Main Street to its "period of significance" -- 1870 to 1946.

None of the 500 buildings within the historic district can be destroyed without permission of the Grapevine Heritage Foundation, a spin-off of Grapevine city government. "Not an outhouse, not a shed," insisted David Klempin, an architect who oversees the town's preservation and restoration projects. "If we didn't preserve our history, we would be just another suburb."

Grapevine was founded in 1844, a year before Texas was annexed to the United States.

The no-bulldoze edict has evolved from the earliest days of Grapevine preservation, which gathered steam when the local garden club saved the circa 1901 Cotton Belt depot. Now it's the Grapevine Historical Museum, showing off antique bridal gowns and barbed wire and ticket office for the Vintage Railroad. Few passengers who plop down in the east room realize they're in the colored waiting area from the days of segregation.

The Grapevine Vintage Railroad puffs over to Fort Worth, where cattle shamble down the street during the daily tourist round-up. Then it's back to Grapevine for a cappuccino and croissant at the Main Street Bread Baking Co., a 1940s furniture store whose transom windows glitter with cathedral glass.

	Betsa Marsh The Grapevine Vintage Railroad chugs into Fort Worth Stockyards Station so people can hop off and see the daily cattle round-up in the Stockyards National Historic District. Click photo for larger image.

Or maybe you're ready for a few sips at Cross Timbers Winery, in an 1870s house, or La Buena Vida, an inspired bit of adaptive reuse. What to do when the Church of Christ burns down and only the 1903 Sunday school building is left? Turn it into a wine-tasting room, naturally.

Wine consultant Carolyn Manzi is pouring at La Buena Vida, in a dark tasting room just off the vine-trellised patio.

"Dr. Bobby Smith, our winemaker and founder, was pretty much credited with reviving the Texas wine industry," she says over a cool glass of La Bodega Private Reserve Chardonnay 2003. La Buena Vida is 35 years old, the second-oldest winery in Texas. Now the state has 102, ranking fifth in America.

Manzi uncorks one of La Buena Vida's best sellers, a white merlot that can stand up to Texas chili. For our finale, we down a summer-weight port, Merlot Portina, served with a little chunk of dark chocolate.

"Texans tend to go for sweeter wines, but now more people from the coasts are moving here, and the tastes are switching to drier," said Ms. Manzi, a New Jersey transplant.

Betsa Marsh Wine consultant Carolyn Manzi pours at La Buena Vida, a tasting room adapted from a 1903 Sunday school building. Click photo for larger image.

The path to Grapevine was even longer for Archie St. Clair, a sculptor from Alice Springs, Australia. He's now the town's artist in residence, committed to capturing its history in bronze.

St. Clair was recovering from a crippling helicopter crash when he picked up his first fistful of clay. His motivation? "Starvation."

Self-taught, he's completed two commissions for his native Australia and two for Grapevine, commemorating the town's third mayor, Benjamin Richard Wall.

Mayor Wall guards a busy corner near the Palace Theatre, a Grapevine landmark since its first movie rolled in 1940. It was decidedly seedy by the time Robert Duvall used it as a set for his 1983 "Tender Mercies," which snagged him a Best Actor Oscar.

The Palace was grungier still when the Grapevine Heritage Foundation took it in hand for a $5.5 million makeover. Combining the 450-seat theatre with a dry goods store next door, the association created a center for parties, weddings and entertainment. Every Saturday night, the stage reverberates with the twang of the Grapevine Opry.

	Betsa Marsh The 1940 Palace Theatre on Main Street, along with the historic Lancaster Theatre next door, now form the Palace Arts Center. Click photo for larger image.

Preserving the building's Art Deco lines, the architects took the interiors back to the brick. It's hard to pick a favorite touch: the fragment of an old White Swan coffee ad on the grocery store wall, now revealed in the theater's back rows, or the cuddly loveseats for two.

"People told us about their memories in the loveseats, and we had to keep them," said Mr. Klempin, the architect.

No sooner was the Palace revitalized than Grapevine's preservation radar zeroed in on a ramshackle farmstead just three blocks away. Suburban houses were set to march right over the 1869 Nash family farmhouse if something wasn't done -- fast.

Once again, the city stepped up, buying the 5 1/2-acre tract and placing it in the Grapevine Heritage Foundation. "These were really true pioneers of Tarrant County and Grapevine," said Mr. Klempin of Thomas Jefferson and Elizabeth Nash, who braved the wagon train ride from Kentucky in 1859. They lived in a cabin with six children and Thomas' brother until they finished their home in 1869.

After restoration, the heritage foundation set the home and demonstration farm circa 1907, an era for which they have good family records. Now, travelers can once again see corn and cotton sprout and lambs and calves frolic in the fields.

Most of the streets off Main are residential, with the exception of Grapevine's only bed and breakfast inn, Garden Manor. The cottage with the broad front porch looks like it's been on College Street for a century, but it's really a modern amalgam.

"The first owners found two old houses in other parts of Texas, one from 1907 and one from 1913," said innkeeper Judy Dusek. "They took everything they could from them and hired an architect to build a house from the parts. It took two years. Every window is handmade, so every width and depth is different," she said with a glance at her parlor curtains.

The B & B would be impossible to create now, because the previous owners moved an old building to make room for their crazy-quilt house: That's a violation of Grapevine's strict preservation rules. But even history buffs who dote on Grapevine for its dusty authenticity have to admit the manor's a handy half-block to the shops, restaurants and -- especially -- wine rooms of Main Street.