Editor's note: This is the second part of our look at Napa's ongoing transformation.

The city of Napa has always been destined for gawkers. Pioneer Nathan Coombs laid the town in out 1847 as a resort, intending to cater to patrons of a racetrack he envisioned erecting nearby. But the track never went commercial and the tourists didn't come. They didn't, that is, until much later.

Lying just miles south of two touristy hamlets, St. Helena and Yountville, the city of Napa has long stood apart from those upvalley towns and their wine money cachet. It's as if an invisible line separates the city of Napa from its upvalley neighbors. Above the line, the upper-crust revel in rural bliss. Below the line, blue-collar and service workers deal with urban annoyances. Upvalley: milk and honey. Downvalley: bread and water.

Class tension? Repressed. Jealousy? Maybe. Oversimplification? You bet.

Clamoring for its share of tourist dollars, Napa city is actively trying to coax that invisible line to inch a bit further south. Some even say that it now lies well within the city's urban limit. But as the invisible divide moves, the socioeconomic, class and historical tensions that rift the Napa Valley as a whole become exaggerated in the city of Napa itself. Straining to build a luxury tourist infrastructure onto its down-home core, the city sways under the awkward graft.

Longtime residents identify the key battlegrounds between preserving town flavor and cashing out. On the brink of the city's decisive moment, Napans question the ramifications of a dramatic, but muddled, redevelopment.

Not Our Town

Wearing a finely checked blazer and pale yellow tie, real estate agent Luis Perez de Leon sits behind his large desk at Coldwell Banker. Leather upholstery and a ficus plant neatly accent his office décor. But while paintings of vineyards and lakes adorn the walls, the window offers a different view: one of Napa city's most congested and nondescript intersections, the corner of California and Jefferson streets.

Among those working to change the face of the city, Perez de Leon is keenly aware that housing prices here have roughly doubled in the last five years, so that now even the most modest homes go for upwards of $480,000. Rising home prices mean a change in the city's diverse makeup.

Napans handle the bulky price tags in different ways. "Historically, the Latino community tried to stay close within the family," Perez de Leon explains. "So we're seeing the parents who do have homes here helping their children purchase another property in Napa proper. I [am working with] a family right now--the parents are buying a home--and they have older children, 19 and 20, who are helping them make the mortgage."

On the other hand, many other families end up moving out. "Parents used to think that their children would be able to afford property here," says Perez de Leon, who has lived here for 18 years, "and then they would be able to raise their grandchildren." Instead, grandparents are leaving town to join their grown children who have sought more affordable digs in American Canyon, Vallejo, Fairfield or Suisun City. Rather than a growing, committed citizen pool, second homeowners now comprise about 20 percent of the city's population, and Perez de Leon--who sits on a number of local boards--says it can be hard to engage them in civic and nonprofit activities.

Outsiders' disinterest in the local community also happens in the economic arena. San Francisco- and New York-led investments in the city often backfire because project leaders don't necessarily employ Napa's workforce. "With plumbers or construction folks or the heating and air conditioning folks," says Perez de Leon, "it used to be, 'Hey we live here and work here. Let's help each other.'" Now, he says, contracts are often awarded to outside bidders instead of to local businesses.

"The people who have the purse strings are not in Napa," he says. "The power base is leaving, and the decision-making process is now outside of the county of Napa. You kind of see where the future of Napa is going, and it's beyond one's control."

Besides the economic transfer of power, Perez de Leon also recognizes what redevelopment might mean for the city's aesthetic feel. "The whole new revitalization of the Napa River might translate into an artificial feel for the city," he predicts. Deliberately making a town "quaint" can jeopardize the aesthetic charm it had in the first place.

Add Water & Mix

Napa's burgeoning faux-quaint aesthetic especially peeves artist Gordon Huether. The sculptor's expansive studio, which was a tannery during Napa's industrial heyday, now twinkles with neon, glass and fresh-faced assistants. Huether just started his second term as the chairman of the City of Napa Planning Commission, and if he has anything to say about Napa's changing aesthetic, the city may yet attain a modernist gestalt. Sick of seeing disingenuous architecture that he describes as "Walnut Creek meets Little Italy," Huether has lately been sending developers back to the drawing board.

Describing a design for a new hotel downtown, he remembers thinking, "Gee, that looks like a giant Taco Bell."

"Oh, no, no, Gordon--that's Mission-style," he says the developers assured.

"I said, 'Well, that's the next county. We didn't have any missions here, so that's totally inappropriate," Huether remembers with a chuckle. "[I] jumped in the car with them and drove around town and pointed to some things that one could say might embody Napa."

Huether blames some of the city's problematic design on a misguided redevelopment effort that leveled some 40 historical buildings during the 1970s to make room for parking garages and "nostalgic" touches. That redevelopment also missed out on a crucial opportunity to create a town square. Without such a center, Huether believes, the city doesn't really have a heart. "Basically, [this] tore the wheels off the car," he says, "and we've been trying to get them on ever since."

Compounding these design problems, big-box stores proliferate; the city already has not one, but two, Targets. Mushrooming at the city's north and south entrances, the sprawl is partly a result of the rural urban limit, which the county defined over 30 years ago. The limit has been a mixed blessing, protecting a swathe of vineyards upvalley, but forcing the downvalley area of Napa city to absorb the brunt of residential and commercial construction.

Huether worries that Napa is on its way to being just another Anytown, U.S.A. He says, "There are these communities, and it's just like, add water and mix. They've got condos on one side, they've got three-bedroom, two-story houses on the other side. Across the street, they've got a Home Depot on one corner and a Bed Bath & Beyond on the other.

"Napa will never be the same--but the jury's still out," Huether adds, giving the city a fifty-fifty chance of changing successfully. "It still has the potential of being a vibrant, viable community. We are our own worst enemy--not looking beyond our nose. You'll know in the next 10 years, with 600,000 square feet of new building downtown."

Bubbas Like Me

Last year, the San Francisco Chronicle published an article about a host of spendy new winetasting programs in Napa. "Welcome to the Napa Valley. Not you, Bubba," the article began.

Trouble is, Napa is full of Bubbas.

While the city of Napa metastasizes, these Bubbas mourn for their old town. Instead of the Napa Valley Electric Railway, which used to transport residents from Calistoga to the ferry in Vallejo, the Napa Valley Wine Train now transports tourists on "varietal voyage luncheons" and "Vista Dome appellation dinners." Bubbas acknowledge that tourism provides important economic developments, but they wish the city's growth were more well-rounded.

"There's no culture besides grapes here," complains building contractor Will DeLong. "It's a monoculture. All there is in Napa is fine dining and Mexican food."

Lauren Coodley, author of Napa: The Transformation of an American Town and a history teacher at Napa Valley College, moved to the county during the 1970s. Speaking by phone from her Napa home, she explains a shift in psyche that longtime residents have undergone. "When I moved here," she remembers, "we had a Napa which was unpretentious, full of bowling alleys and diners; a place where tourists drove by on their way to wineries." In the last dozen or so years, that's changed.

"Many people in Napa are very confused about what's going on in Napa," Coodley says. "[It's] much different from when they were young. I think a lot of young people are sad about the loss of empty, public space. Turning Napa into a tourist industry has consequences, but people don't know how to articulate it.

"[Wine snobbery] didn't used extend down here like it does now," she continues. "There were no wine bars, just regular old bars where people drank beer. Old-timers mourn the loss of those watering holes. New people like wandering around from wine bar to wine bar. And I totally understand why that's fun for them. Every time you come to a new town, you're sitting on somebody else's massacre, and you don't want to think about it. When I came, the Chinese, the Indians and the Mexicans had [already] been displaced.

"In general, gentrification only benefits people at the way high end of the economic scale. People [are] concerned with public space, citizen participation, affordable housing--none of the teachers who get hired now at the college can afford to live here in the community. That's a huge loss. Gentrification has doubled the housing prices in five years. I don't see how anyone can see how that's a good thing. It would be much better to me if all that chichi glamour stuff would stay upvalley, but they decided to take Napa as well."

Co-founder of NapaNet, a local internet service provider, Mick Winter currently maintains a website about the city's goings-on (www.napanow.com), an endeavour that's hardly a full-time job in an arts-starved community.

"They've raised the rents so much in downtown Napa, despite the fact that it's a ghost town," he says, adding that he can't quite put his finger on when downtown's struggles began. "Maybe when they started on the flood-control project," he guesses. "All of a sudden, all the stores looked empty and boarded up." The small area surrounding Main Street, he notes, is an exception.

"There are very few restaurants where you can get a decent meal for a decent price," Winter says. "I think tourism is an awful industry, particularly for a small rural area, because it just can't handle the numbers of people. In an urban area, you can have tourists come and be willing to be fleeced, [but you can] still have other neighborhoods. Here, there's nothing left when that happens."

Wistfully, Winter considers resisting Napa's development. "Lots of people are unhappy about what's happening," he says, "but how do you stop it? You can slow it down, but that just stalls it.

"A lot of people lament the loss of flavor of the city," he continues, "and I guess that can be written off to a bunch of neo-Luddites. But just because people think things were better in the past doesn't mean they're against progress."

Robust Napa

However, many Napans would like to see Napa city growing with less encumbrance. Jeff Schechtman, general manager and program director for radio station KVON 1440-AM, jokes that if it were up to him, the boutique town of St. Helena would have its own Banana Republic.

In his glassed-in office at the Napa station, Schechtman questions why old-timers don't want to get with the program. "You get people in Sonoma who are very resistant to change," he says, "and part of the reason is because they feel that it's kind of nice the way it is. But Napa, on the other hand, should change. Napa has every reason to change. By and large for a lot of years, it was a mess: it was economically depressed; it was depressed in terms of its looks. The situation in Napa was very different; it was really about trying to keep out the forces of reality."

COPIA's recent downsizing indicates that the city's efforts to draw new business and more tourism have met only mixed success. But on the whole, Schechtman feels that the city's plans are finally starting budbreak, citing the Napa Valley Opera House's handsome renovation as a positive change. "[Napa] is becoming more consistent with the image and reputation of the Napa Valley," he says. "Former mayor [Ed] Henderson used to say that the goal was to turn it into a world-class city. It certainly has the potential to do that. It hasn't lived up to that potential yet, but hopefully it will."

Until recently, retail entrepreneur Rene Champaign owned two upmarket upvalley boutiques--Belle Amie in St. Helena and Sole Provider in Calistoga. In October, she opened a third shop, the first retail outlet in downtown Napa to feature $3,000 jackets and $100 tank tops. Now, with several new hotels, a convention center and mixed-use buildings all on slate, will Napa one day be as upscale as St. Helena? Probably.

Would that be a good thing?

That depends on whom you ask. Part-time Napa resident and contributing editor to the U.S. News & World Report, Marty Nemko sees the changes in a positive light. "I think that Napa has all of the elements necessary to go from a good to a great city," he says. "It's got money. It's got growing cachet because of the wine thing. It's got weather. It's got natural beauty. And I think that with thoughtful planning, it can turn into much more than just another look-alike, yuppified monument to material excess."

So what does Nemko have in mind? More substance. For example, he wonders, what if COPIA had an annex for discussion forums? It could hold forth on such hard questions as how do you have a wine-centric economy that nonetheless does not encourage alcoholism?

"[Napa] can be differentiated from other destinations whose primary attraction is a series of upscale gift-shops," says Nemko. "And then instead of calling it a tourist trap, it could be good for Napans, as well, to see what's going on in the cafes, the bookstores, the annex of COPIA. I think that should be the vision for Napa.

"That's a much more interesting place to go than a wind-chime store."

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