Sprawl is swallowing rural Denton County. Here’s how one city is handling the change
Johnnie Holcomb stood in the backside of his 5-acre lot just outside Justin city limits. The soil was mottled with sheep droppings and uneven patches of grass. A flock of roughly two dozen brown lambs, ewes and rams approached within a few yards and milled about before retreating to their pen as subtly as they’d come. The wind gusted and birds chattered and the occasional car buzzed past on the street beyond his southern fenceline, but the rest was silent.
“I told my son, there are only two people who are going to move me, and that’s either the coroner or him,” Holcomb said. “My goal is to be walking across that pasture, one of these pastures, and fall over dead.”
Holcomb, 78, and his wife moved to rural Denton County in 2005, having grown dissatisfied with the cramped surroundings and nosy neighbors of their suburban life in Haltom City.
The world around his property today bears little resemblance to the country he’d escaped to two decades ago.
An RV storage lot and a warehouse-shaped church now blot out the horizon facing east. To the south, construction crews are piecing together houses and streets for Treeline, a Hillwood master-planned community promising 2,700 homes “amidst the serene allure” of the North Texas countryside.
“It’s going to be a nice development. I’ve driven through it,” Holcomb said. “What aggravates me is, when I moved out here, I could sit outside and see the stars at night.”
The change visible from Holcomb’s backyard is transforming the rest of southwest Denton County at feverish pace. Families and businesses are surging northward, where land is plentiful, scenic and well-situated.
The flood is forcing generationally rural communities to undergo sudden and severe growth spurts. Farm roads have become makeshift freeways. Towns with a few hundred residents in the early 2000s are now churning out thousands of homes. The ranches and pastures that once offered respite to suburban sprawl are now succumbing to it.
King of the Hill
Treeline was conceived in the boardrooms of Hillwood’s headquarters in the heart of Dallas, about 45 miles southeast of Holcomb’s home.
The complex, enveloped by trees, evokes the style of an Apple store and the grandeur of a well-funded federal agency building, an appearance befitting of one of the region’s wealthiest and most politically connected real estate developers.
Fred Balda, the president of the company’s residential real estate arm, stood before a floor-to-ceiling map of the company’s projects plastered onto the side of a conference room wall.
“All this land associated with that great frontage are the first properties you should look for,” Balda said, pointing out the plots straddling the segment of Interstate 35W linking Tarrant County’s northern border to Denton.
Hillwood is developing thousands of acres of subdivision along the corridor. Treeline, 800 acres in size, is among the smallest in its portfolio. Harvest, a “lifestyle community” in unincorporated county territory wedged between Argyle and Northlake, spans 1,200 acres. Pecan Square, just south in Northlake’s town limits, spans 1,157. Landmark, Hillwood’s newest undertaking situated farther up the freeway, will be almost three times as large.
The investments might have confounded businessmen of an earlier era. Decades ago, profit seekers without a fondness for cattle rearing had little reason to look north of Loop 820.
“Thirty-six years ago, you had this Fort Worth node, you had the airport node, and you had a little bitty Denton node,” Balda explained, referencing Alliance Airport, the seed of Hillwood’s budding North Texas land empire.
Balda posits that the stench of Fort Worth’s Stockyards, carried north by prevailing winds, also dissuaded any big migrations toward the county line.
But Alliance prospered, and the stink faded. As the Metroplex boomed, Fort Worth’s far northern outskirts garnered a new appeal. The city’s dominant development patterns — low-density, mall-oriented, industry-heavy — spread the way of the wind.
“I think Alliance helped propel additional growth to the north that already kind of started in Fort Worth and semi-started in Denton,” Balda said.
Roughly 2.05 billion pounds of cargo passed through Alliance in 2023, making it the country’s 20th busiest industrial airport. The logistics ecosystem nurtured around the airstrip now hosts a BNSF cargo exchange, an Amazon “air hub” and a Meta data center.
Alliance’s flourishing aligned with other corporate relocations northwards. Fidelity Investments pitched a sprawling regional campus in Westlake in 2001. Fellow financial behemoth Charles Schwab swallowed TD Ameritrade and moved its headquarters to the town in 2019.
I-35 has funneled industrial sprawl deeper into Denton County.
“Definitely our highways and access are important,” said Nathan Reddin, Northlake’s economic development director. “There’s a number of ways of getting your materials in and getting your goods in and getting them back out to customers.”
The freeway also offers commuters ready access to the area’s economic hubs, and to job opportunities farther afield.
“We’re a bedroom community, so a lot of our residents work in other places, and then they come back to Justin,” said Matthew Cyr, the city’s director of development services and economic development.
The Metroport Chamber, the corridor’s business development lobby, estimates the municipalities within its jurisdiction — Argyle, Justin, Northlake, Westlake, Trophy Club and Roanoke — have absorbed 26,223 residents since 2010, a 105% increase.
Demand for housing has spiked as a result. The area, by Metroport’s count, has 16,419 lots online and in the pipeline.
“Residential [development] we don’t court at all,” said Drew Corn, Northlake’s town administrator. “We don’t really need to.”
Justin time
Justin community leaders have wrangled with the city’s sudden expansion from the meeting rooms of its squat, one-story city hall, a vacated public school nestled in the core of its old town.
On busy days, vehicles park on patches of grass by the front lot, for lack of paved spots. The building, the adjoining public library and the public park next door total 4.13 acres; Hillwood’s HQ, by contrast, covers 5.8. (Northlake is still renting offices for its employees.)
Justin officials suspect they’ll quickly outgrow the space. The city issued one single-family home building permit in 2011, according to its comprehensive plan; it authorized 233 new houses in 2021. Justin’s population jumped more than 50% in that time; demographers expect it to roughly double by 2030.
The city in late 2023 proposed three bonds totaling $66.43 million to expand city hall, the public library, and the public works department. Voters in a low-turnout election overwhelmingly rejected all of them.
Justin for much of its life was a small farming community, linked to its surroundings by rail and one-lane highways. It achieved incorporated status in 1947, when it had around 400 to 700 residents.
“We’ve just started our trajectory for massive growth,” Cyr said. He sat in a windowless conference room in city hall, its walls decorated with maps and color-coded plots of Justin’s development schemes.
He joined Justin’s planning team after an almost three-year stint in Keller, drawn north by the city’s friendliness and the excitement of guiding a small community through the throes of intense change.
There’s been no shortage of challenges to navigate.
“I think really, the biggest thing is the infrastructure, right?” Cyr said.
Demographic pressures have sent Justin and its peers scrambling to scale up water, sewer and other public goods for thousands of new homes. The strains, felt across the state, have forced some municipalities to pause residential developments in last-ditch attempts to keep city services afloat.
“Our goal, and council’s goal, has always been about looking forward and being 3, 5, 7, 10 years out, so that way we’re not in a reactive crisis where we have to issue building permit moratoriums or anything like that,” Cyr said.
Community desires for gradual progress often collide with the urgent, profit-focused timelines of developers.
“We’ll try to be fair, and we’ll try to be expedient with the reviews, but these are rules that you need to follow,” Corn, Northlake’s town administrator, explained. “There’s a lot of negotiations and there’s a lot of back and forth, but that makes for a better development.”
Municipalities hoping to dictate their growth on their own terms have to wriggle within the state’s business-friendly development rules.
Though Treeline bills itself as a community “nestled on 800+ acres in the charming city of Justin,” the subdivision is situated in the city’s extraterritorial jurisdiction (ETJ), land outside city limits subject to diluted local land controls.
ETJ properties don’t pay city taxes and, in return, don’t receive the full gamut of city services (though developers and city officials can hash out agreements). Justin agreed to handle Treeline’s police, fire, trash, water and sewer services; Hillwood, in turn, will pay a fee to the city “as if it was a tax,” Cyr said.
A state law passed in 2023 allows landowners in extraterritorial areas to completely excise themselves from city boundaries with the blessing of a majority of property owners in a given area.
Many developers celebrate the rule as a handy way to evade the local ordinances and political squabbles that can hold up their projects. Many cities have bristled at what they perceive as a sudden and destabilizing loss of control of land on their peripheries; some have sued, challenging its constitutionality.
“They use that as a negotiating leverage point against cities,” Cyr said.
Still, Cyr and Corn insist, relations with developers have largely been positive. Builders want to come, and cities want them there. Compromises are inevitable.
Even subdivisions that don’t contribute directly to a city’s tax base can generate other helpful economic effects. They chip in to county and school district budgets. More homes in an area, regardless of their particular jurisdiction, also help lure in highly-sought retailers, often wary of pitching storefronts in far-flung areas.
“We sat them down, told them, here are all the homes that are coming forward. Here’s Hillwood, which is also a really good marker for any commercial developer that wants to come out here,” Cyr said. “Here’s all these homes coming in. Here’s our service gap areas. You plug this in very nicely.”
What is Justin?
Down the hall from Justin’s development offices, in a small gymnasium with worn wooden floors, several dozen retirees sat around foldable plastic tables with paper plates of catered Whataburger at hand.
Holcomb coordinates monthly get togethers for seniors. He began organizing the events three years ago, hoping to fight the tides of loneliness and detachment that can come with old age.
“To see the camaraderie of people together, and to see the discussion that goes on, and then to hear the laughter and the joy of people seeing each other and saying, ‘Oh my Where have you been?’” Holcomb reflected. “That’s the kind of stuff that makes me proud of what’s going on down there.”
The group gathered that mid-January afternoon was diverse. The youngest among them were in their late 50s, according to Holcomb; the oldest was 97. Some had spent their whole lives in Texas; others were born abroad. Some had moved to Justin only a few years ago; others, like Holcomb, had spent decades on nearby ranches.
“We moved here to get out into the country. Haha — now that the country is not here anymore,” said Roxanne, who settled with her husband in Justin in 2019, following their kids to North Texas.
The couple, recently retired, had spent the bulk of their adult lives in Petaluma, a city of roughly 60,000 north of San Francisco.
“I knew probably four neighbors, and I lived there for 25 years,” Roxanne said. “Here, I knew five neighbors in three days!”
Toni Osborn, a native Texan in her early 80s, appeared standing over Roxanne’s shoulder and dove into her own backstory.
Osborn had grown up in rural south central Texas before relocating to Euless. She made what she hopes to be her final move to a five-acre ranch in Drop, an unincorporated farming community seven miles northwest of Justin, in 1999.
“As long as I can take care of it, I’m going to stay,” she said.
Osborn and her peers shared frustrations familiar to communities that have the weight of quick and unavoidable growth thrust upon them: the roads were too congested; there weren’t enough stores; local leaders seemed to be reacting to change haphazardly, not managing it deliberately.
Underlying these concerns was a sensation, sometimes expressed in anxious terms, sometimes in acquiescence, that the incoming waves of sprawl could irreversibly wash away the natural landscape and neighborly intimacy that have anchored the city for generations.
“No matter who I call, whatever I need, they’ll help me, or they’ll find somebody to help,” Osborn said of country living around Justin. “It’s the closeness.”
“I hope we don’t lose that,” Roxanne chimed in.
Municipal leaders in Justin and neighboring communities harbor few illusions about what their corridor could become in the coming years and decades: a blended strand of subdivisions, malls and warehouses stretching from the northern edge of Tarrant County to the outskirts of Denton.
“It is happening,” said Reddin, Northlake’s economic development director. “I think it’s inevitable there could be some holdouts that want to have less development or at a lower density, but it’s all going to develop to a certain extent.”
“I think for sure, in the next 20, 30, years, that definitely could happen,” Cyr predicted a bit more conservatively.
Local governments have pledged to limit sprawl’s most anonymizing and blighting effects.
“I am committed to fostering a strategic vision that accommodates this growth while preserving the unique character of our community,” Justin’s mayor, James Clark, proclaimed in the first paragraph of the city’s 2024 strategic plan.
Doing so can be a tricky matter.
“We’ve always had this desire to preserve what we can of the rural heritage,” said Corn, Northlake’s town administrator. “Originally, it was just rural land. Then it became kind of rural lifestyle, and now it’s rural heritage.”
“To preserve a ranch that’s in the middle of one of the largest metroplexes in the United States — one of the larger metropolitan areas in the world — it’s a tough balance,” he later said. “ People want their land and their space, but they need to have access to good jobs and to doctors and to shops and to groceries.”
Residents aren’t oblivious to the trade-offs.
“It’s here. I mean, yeah, I get it,” said Brandy Moan, the general manager at Justin Discount Boots, a family-run apparel business off FM 156. “But also at a point you’re taking all of the farmland and you’re taking the trees, so it’s a catch 22.”
Moan stood before seemingly unending aisles of cowboy boot displays and shoebox stacks. A teller’s window, supposedly from Justin’s first bank, was embedded in the wall beside her.
A salvager opened Justin Discount Boots in 1976; it now sells its merchandise across three storefronts within a block of each other, billing itself as “the world’s largest western wear outlet store.”
Moan, born in Michigan and raised in Flower Mound, has sold boots and jeans and other ranch-themed attire at the store for the better part of 16 years. She met her future husband her first day on the job; the couple now lives on five acres outside Roanoke.
“From a personal standpoint, I don’t like it,” she said of the change around her. “From a professional standpoint, bringing more people to Justin, or at least making Justin, Texas, known, will be really, really good for business.”
She hasn’t ruled out another move, farther out into the countryside.
“We’re always looking,” she said. “Everybody’s always looking, I think.”
Holcomb, for his part, seems to have accepted what’s ahead.
“People got go somewhere. Might as well come here,” he said. “Justin’s a friendly little town.”
This story was originally published February 6, 2025 at 5:50 AM.
