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old structures have stayed in the family ever since. Bill and his two brothers grew up visiting the farm regularly, often playing in an old caboose they turned into a fort. Some years ago, his parents, Dolores and Stuart Phelps, moved to the farm full-time. Dolores was a glamorous addition to the tiny town of Independence. A native of Upstate New York, she'd been a celebrated Vogue cover model in the '50s and '60s, her face captured for countless magazines by legendary photographers Scavullo and Avedon. But she had a soft spot for country life, and she continued her passion for training and raising thoroughbreds at the farm. She also shopped with gusto. "She loved to hunt for antiques, and we'd go to Round Top day after day," Katherine says. Dolores also loved to shop in Pennsylvania, where she and Stuart would pheasant shoot. Over the decades, Dolores filled the barn to the rafters with antiques. "Anything that wouldn't fit in the house — chairs, tables, old doors and windows — went to the barn," says Christopher Alexander, an interior designer and partner with J. Randall Powers in Houston. Their firm has worked on many of Katherine and Bill's houses, and after Dolores passed away last year, Katherine enlisted Alexander's help in sorting the barn and freshening the train depot's interiors, where the family stays while at the farm. Bill's father still resides in the old farmhouse next door, which is decorated in classic English country style by the late New York City designer Mario Buatta, who also designed Dolores and Stuart's house in New York. The train depot's modest architecture is reminiscent of buildings once found in small towns across Texas. Long and narrow with tall ceilings, "It almost feels like you stepped into an old structure in New Orleans," Alexander says. "Nothing is perfect or new. Even the paint is crusty. It feels like there is a history there." Although train depots are still used in New England, not many remain in Texas, and those that escaped the wrecking ball were converted into railroad museums or other attractions. "I've never seen one turned into a house," Alexander says. Quirky as it may sound, not only is the depot a piece of Texas history, but it's also an important link to the Phelps family heritage. Changes were carefully considered. "Bill's grandmother didn't want the house to look new, and neither do we," Katherine says. "We wanted to retain its history, so we kept everything as original as possible." The kitchen, which had been the depot's original ticket counter, was redone in 2013 with the help of Houston architect Ryan D. Gordon, who turned the awkward arrangement into a comfortable space for the family to hang out. "I love to go to the farm and cook on the weekends," Katherine says. "I just relax with a friend and have a glass of wine while we cut up vegetables. There's something really old-fashioned about it. Everybody needs that right now." The entire extended family The dining room includes Phelps family heirlooms, antiques and vintage objects from shopping trips to Round Top and flea markets in the Southeast and Pennsylvania. Opposite page: In a hallway leading to the bedroom wing, architect Ryan D. Gordon copied the train depot's original footprint. Designer Chris Alexander retrieved the old French farm table and stool from the barn, where Dolores Phelps had stored them for years. The mid-century tassel lamps are Katherine Phelps' flea-market finds. 71