I spent three days at the very first Marfa Film Festival, plus two days in transit -- more than 1,000 hard miles of driving -- and it was worth every effort to get there; even the post-fest illness that felled me for an entire week. I saw wonderful outdoor screenings, enjoyed some good docs and short films, and witnessed the debut of two music videos directed by Heath Ledger. Oh, and met many friendly local residents, talented filmmakers, and visiting film lovers.

Located in West Texas, roughly halfway between El Paso and San Antonio, the town of Marfa (population 2121) has the rare distinction of being the setting for two recent films that won Academy Awards: No Country for Old Men and There Will Be Blood. Some of the sets for the latter film are still standing, and I traveled there on a sunny afternoon with a small group of intrepid friends over a bumpy, curving, tail-bouncing dirt road that stretched for miles across a ranch just south of town. After depositing our load of bottled water for the opening night reception that would begin a few hours later, we wandered around the fictional town of Little Boston.

As authentically aged and real as the buildings look, it's not a real town, of course, it's a set, meant to evoke Bakersfield, California, circa 1911. Check out the gallery for pictures of the Blood set, visiting filmmakers and other sights of the festival. Read on for more about the festival itself.

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While unused railroad tracks and a giant water tank were already present on the ranch, the railroad depot and the town buildings were all constructed, with careful attention to historical detail. A short drive and a hike away, up a small hill, stood the church where Eli Sunday (Paul Dano) first preached to his growing congregation. From the church on the hill, you can see for miles and miles; it truly feels like a place out of time. Hard against another hill, the Sunday family ranch still stands a short distance away.

The festival arranged for vans from Sul Ross State University in nearby Alpine to shuttle filmgoers from Marfa out to the ranch for an opening night barbecue, followed by a screening of There Will Be Blood on the Little Boston set. The Alamo Drafthouse Rolling Roadshow traveled from Austin, utilizing their fabulous projection truck and pop-up inflatable giant screen. The audience included local residents who had worked on or appeared in the film; some of them had never seen it, since the closest movie theater that might have shown Blood is hundreds of miles away.

There Will Be Blood opens with a shot of the nearby Davis Mountains, which I didn't realize when I first saw the film at Fantastic Fest last fall, but which was instantly recognizable to local residents, who spontaneously broke into applause. Outdoor screenings can be terribly distracting, especially when the clear night sky is filled with thousands of stars normally not visible to city dwellers, but even as the night grew colder and moviegoers occasionally -- and futilely -- tried to capture the memory with flash photography, the film's strengths simply grew more powerful for me.

It was a curious feeling to see Daniel Plainview (Daniel Day-Lewis) and his son H.W. (Dillon Freasier) drive into the town of Little Boston and realize I was sitting right in the middle of where filming took place. Perhaps for seasoned industry observers, it's nothing special, but I think everyone in attendance was stirred.

The after party took place in town at Building 98, part of a retired military installation that was purchased by artist Donald Judd and converted into part-gallery space, part-dormitory for visiting artists. The gallery space was filled with a wide variety of art, and the courtyard out back became a performing space under the stars for two bands, LA-based three-piece Victoria and the eleven-member strong Edward Sharpe and the Magnetic Zeroes. The latter group traveled by bus from Los Angeles to get to the festival, according to Randall Roberts in the LA Weekly.

The party was still rocking at a quarter to three when we stumbled out into the pitch-dark night. My screening day began the next afternoon with a viewing of Sol Tryon's oddball comedy The Living Wake, introduced by Barbara Morgan, executive director of the Austin Film Festival. Co-writer Mike O'Connell stars as a man who thinks he is a genius coming to grips with the last day of his life. Jesse Eisenberg co-stars as his man servant. I thought the film tried too hard to be weird, was filled with self-conscious eccentricity, and was only fitfully amusing. Others liked it, though: it won a special jury award at the Austin fest for "comedic vision."

Between screenings I talked with Evelyn, a festival volunteer who's lived in town for seven years. She also works with Marfa Live Arts, a group which seved as sponsoring organization, making it possible for the festival to hold screenings in the Goode-Crowley Building. Evelyn told me the group "welcomes diversity," even though she didn't know what to expect from the festival. She was very happy to see how things were working out.

Local historians believe the building was originally constructed as a feed store in the late 1930s or early 1940s. The building began to be used for art exhibitions in 2000, and in 2001 the facility was outfitted for theatrical productions, with a simple wooden platform stage, wooden risers, and wooden theater seats. The projection area is open, which limits film screenings, since the volume from a 35mm projector would be too loud.

Person, Place, or Thing by Elle Martini was the highlight of the four films in the first Shorts Program. Following a woman who lives in her car, it established a down and dirty mood and carried the mood throughout. In the post-screening Q&A, Martini said she is working on the script for a feature-length version. The other participant in the Q&A, local filmmaker Rainer Judd, talked about her film, Remember Back, Remember When, clearly an extremely personal film for the daughter of Donald Judd. A young cast member sweetly delivered a bouquet of flowers to Judd on stage.

A couple of us repaired to the bar at the Hotel Paisano, a landmark that is very proud to have served as the headquarters for the filming of George Stevens' Giant in 1955. It is a gorgeous hotel; the festival checked in guests in the lovely ballroom, and we had dinner that night in Jett's Grill. (Hardcore Giant and/or James Dean fans know that Jett was the name of the character played by Dean.) Actress/filmmaker Shannyn Sossamon, whose hypnotic music video screened earlier, enjoyed dinner with a group of friends in the courtyard. (Sorry, no pics.) Sossamon is a member of The Masses, "an integrated film and music collective." Music videos and art work by the collective showed throughout the festival.

Later that night we made out way out to the Marfa Golf Course, east of town. Billed as "the highest course in Texas," the nine-hole public facility was a pleasure to play, according to Dallas filmmaker Scott Hanson (his short film Parts screened on Saturday). The Alamo Drafthouse Rolling Roadshow again set up to show Charles Laughton's classic The Night of the Hunter. Audio problems with the 35mm print ultimately prompted a changeover to DVD projection about halfway through, which may have marred things for first-time viewers, but since I've seen the film numerous times, I simply sank into my borrowed camp chair, snuggled under a blanket, and got lost in the dreamy, Southern Gothic meets film noir, black and white imagery created by Laughton and cinematographer Stanley Cortez. Robert Mitchum has never looked so sinister.

The next day, after meeting up with friends and sampling delicious breakfast items at local establishments, we ran into filmmaker Bradley Bores, whose Soda Can Love had its world premiere at the festival on Monday. He mentioned the hospitality the festival provided in trying to secure lodging for all the filmmakers, not an easy task with a limited budget and limited accomodations in town. Most filmmakers and some guests stayed in the nearby towns of Fort Davis and Alpine, about 20-25 minutes away.

My screening day on Saturday afternoon commenced with a very strong shorts program. Spider was the obvious audience hit, a very clever and deftly filmed view of a couple on an afternoon drive, directed by Nash Edgerton. Scott Hanson's Parts was solidly made and demonstrated that the director has good instincts as a filmmaker; it tells the story of a young boy cast adrift into a dangerous world. Stephen Hood's Crossing the Heart featured Kris Kristofferson as a vigilante "patriot" (as the festival notes adroitly described him) and Efren Ramirez (Napolean Dynamite) as a Mexican crossing the border. It was well-performed though a bit familiar. Both Hanson and Cory Van Dyke, whose 1997 short Patriot Son also played, participated in a post-screening Q&A.

The festival was co-founded by Robin Lambaria and Van Dyke; Lambaria serves as festival director. They were buzzing around like hummingbirds throughout, so I never had a chance to talk to either of them for more than a moment, but the tall, slender Lambaria told Amarillo.com she was raised outside of San Antonio and visited the Marfa area as a child. She moved to Marfa about a year ago and is now engaged to Van Dyke. (She was careful to note that she was the one that wanted to show Van Dyke's short, and did not schedule it until independent screeners agreed that it should be in the festival.) She graciously and tirelessly introduced the screenings, which began at 10:00 a.m. each morning and stretched into the late evening, and she was a constant presence in the projection booth and, it seems, everywhere else at once.

The Saturday screenings continued with the world premiere of Okie Noodling 2, a documentary sequel by Bradley Beesley that follows up on his 2001 film on the little known sport of handfishing, in which intrepid fishermen risk fingers and toes as they try to catch catfish with their bare hands and feet. Since the original doc, the sport has been featured on ESPN and MTV and an official tournament now exists. The doc suffers because the actual fishing takes place under the surface in muddy waters, but I appreciated the effort made to broaden my sporting horizons. Cinematographer Alan Novey and co-producer Louisiana Kreutz participated in a post-screening Q&A session.

Next up was Man on Wire, which Joel Keller recently reviewed for Cinematical, and then it was off in search of food, a disappointing search that resulted in another visit to Dairy Queen, evidently the only place in town open past 9:00 p.m. on a Saturday night. Then we headed back out to the Marfa Golf Course to catch the last half of David Byrne's True Stories, which was shot in North Texas and seemed to go over pretty well with the assembled crowd.

I saw two music videos directed by Heath Ledger -- one in front of Man of Wire, one after True Stories -- and they struck me as grainy and weird and promising, but probably too submerged in symbolism to really work well as music videos. In other words: not immediately striking.

A late show dance party was moved last minute to a dimly-lit building where Edward Sharpe and the Magnetic Zeroes played another set. The crowd was small but enthusiastic, with a definite dance groove weaving back and forth. The local police force paid a visit, though, and told the band to stop playing; when the lead singer passed on the message, the crowd booed. The singer asked, "Well, do you want to hear another song or do you want to go to jail?" The crowd started chanting: "Jail! Jail! Jail! Jail!" and the band kept playing. A compromise was reached with the authorities, with liquor sales cut off and all alcohol cleared of the premises.

The band was still playing when my friends headed out to try and see the Marfa Lights before going home to Austin, and I caught a few hours sleep before driving back to Dallas. Highlights from the films I saw danced through my head, along with snapshots of the magical, mysterious town of Marfa.