Aug. 13--CRESTED BUTTE, Colo.--Between forkfuls of Mexican food, Edward Callaway wraps both hands around his throat. 

Ralph Walton, co-owner of Crested Butte Mountain Resort, and Richard Connally look over property that's part of expansion plans. The resort hopes a three-way land swap with federal and state agencies will help lift it into prosperity. No, it's not the enchiladas. Callaway is describing his business life for the past nine years. 

The co-owner of the Crested Butte Mountain Resort hasn't had the best of times. 

"We've got the "Ready, aim, aim, aim' down," he says. 
 

Callaway and Walton have watched the ski industry in Colorado change significantly in those nine years. 

Wall Street-traded ski resort companies sold high-end real estate and generated millions -- money that was then poured back into the resorts. Resorts such as Copper Mountain, Vail, Breckenridge and Steamboat enjoyed huge increases in capital spending. The build-a-village mentality swept through the state's resort business. 

As other resorts weathered paltry snow years by leaning on a bustling real estate market, Crested Butte Mountain Resort floundered. Skier visits plummeted. Snow conditions deteriorated. 

And Callaway and Walton felt their fathers' 30-plus years of work slipping away from them. 

Hope has returned now as the resort plows headlong into an ambitious real estate project that will generate millions toward a new base village packed with conference facilities, restaurants and residential units. 

Revitalizing Mount Crested Butte's aging village will also be a catalyst for an economic renaissance down the hill in the funky town of Crested Butte, say Walton and Callaway. 

The plan calls for 300 condominiums and 105 single-family homesites, about 60 of which will be clustered in higher-density pockets on the resort's northern boundary in a neighborhood called Prospect. 

"This is a truly spectacular piece of property," says Gage Davis, an Arizona-based resort development consultant who has worked with several Colorado resorts. "There are a lot of resorts out there that claim their offerings are really quite exceptional. They don't compare to the East Trade Parcel." 

If all goes as planned, selling the slope-side homesites -- priced between $245,000 and $695,000 -- will generate the funding for the condos and a new $250 million base village. 

It's a plan taken straight out of the Intrawest Corp. playbook. 

Intrawest, owner of Copper Mountain and nine other resorts in North America, has proved itself: The company can sell hundreds of millions of dollars worth of real estate before a shovel even meets dirt. 

While Callaway and Walton lament their late start, they relish that they have an almost finished palette across the state from which to plan. 

Look southwest, to Telluride, where open space and affordable housing issues are reaching a crescendo. Look northeast to Aspen, and learn the socioeconomic issues over housing and diversity that come with the world's priciest real estate. Look at the interstate-straddling Vail and see how development will most likely march down-valley when demand for resort-anchored real estate grows. 

About seven years ago, Callaway and Walton tabled plans to expand skiing onto Snodgrass Mountain, the gently sloping hill due west from existing runs. 

Community uproar and a general fear that Crested Butte was being transformed into something it wasn't forced the resort's leaders to reconsider their priorities. 

"We got crucified," Walton says. 

So in a unique move that helped assuage local concerns, Callaway and Walton moved skiing down their priority list and pulled open space and affordable housing to the top. 

"Instead of new lifts, we bought open space," says Walton, whose father, Ralph, acquired the resort with Edward's father, Bo, in 1970. 

The duo promises that 4 percent of every home sale at Prospect will be funneled into a trio of local land trusts dedicated to preserving ranchland, view corridors, wetlands and access to wilderness areas across the Gunnison Valley. 

"We are taxing part of the market to preserve the most important aspects of this community," says Callaway. 

With construction and sales beginning in the next few months, Crested Butte Mountain Resort is now planning to reignite its plan to add skiing to Snodgrass Mountain -- an area that lies inside its ski area permit from the Forest Service. 

This time it should be easier to swallow, since the resort has worked with the local community to preserve the flair that is unique to the town of Crested Butte, where playtime is just as important as work. 

"It's so easy to lose that essential thing that made you what you are and just become a collection of second homes," Callaway says. "You've got an ownership team in us who wants to stay true to our irreverent funky roots. 

"We'd like to keep Crested Butte's edge. It's real here. It's not like "Have a nice day, sir.' It's, "Nice hat, dude.'" 

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