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DALLAS — Forty Five Ten, an independent retailer here that prides itself on ahead-of-the-curve chic in a fashion-conscious market, is about to face its biggest test.

Barneys New York is opening an 88,000-square-foot flagship about 3 miles away in NorthPark Center on Sept. 29, the luxury chain’s first foray into Dallas since 1997.

“We’ve got to mind our own business and stay focused on us, because it seems to be working,” co-owner Shelley Musselman said. “We’re very calm now, but when we first heard about [Barneys] we almost needed smelling salts.”

The jolt stemmed partly from an overlap in labels. Seventy percent of Forty Five Ten’s fashion resources are exclusive in Dallas, but some, including Narciso Rodriguez, Martin Margiela, Commes des Garçons, Rick Owens and Yohji Yamamoto, will also hang in the new Barneys. In addition, Scoop and Intermix are set to open here in the fall.

“The whole level of retail in this city is going to go up a big notch, and it was a very high bar to begin with,” co-owner Brian Bolke said.

Forty Five Ten, named for its location at 4510 McKinney Avenue, has carved a niche since opening in 2000 with a mix of women’s fashion, accessories, jewelry, home furnishings, apothecary products and a small men’s business. Fashion, accessories, jewelry and shoes account for 60 percent of the store’s $5 million annual revenue, Bolke said.

The 8,800-square-foot store is light on suits, black-tie and corporate gear in favor of an artistic perspective on dressing. It indulges the whimsical, such as a $2,085 Moschino Signature trenchcoat with a jump-rope belt, and is heavier in styles with elegant detailing, like a $3,800 embroidered black full skirt by Alexander McQueen. Forty Five Ten stocks only one of such extravagant pieces so its customers can be reasonably confident they won’t see duplicates around town.

“Most people who shop here have five of everything, so when they buy something it is because they are so taken with it — the fabric or construction or color or whatever,” Musselman said.

Bolke and Musselman are an unusual team. Bolke, 37, owns one if the city’s top florists, Avant Garden, and worked in store planning for Neiman’s and I. Magnin in San Francisco. Musselman, 54, is a former model and mother of four whose husband has an oil exploration and drilling company. Musselman was invited to invest in and manage the fashion business as the store was established by Bolke and Bill Mackin, who left two years ago to become creative director for home at Neiman Marcus.

This story first appeared in the May 23, 2006 issue of WWD. Subscribe Today.

“I’m real out there, and he’s more conservative,” Musselman said. “We’ve come to the middle. I would have all the wildest things in the world, and I love creativity and beauty, and Brian says, ‘Yes, but who is going to buy that?'”

Dallas tends to embrace big shifts in fashion about a year later than New York or Los Angeles, Musselman noted.

“There’s a fine line between edgy and commercial,” Bolke said. “We’ll look at three to four new collections a season, and sometimes we have to wait until they are ready for it.”

His partner explained, “It trickles down from both coasts for us … They have to see people wearing it and walking down the street and in the magazines.”

She and Bolke still keep an eye on emerging designers. They picked up Proenza Schouler, for instance, “when nobody else [in Dallas] wanted it,” Bolke said.

Heidi Dillon, a regular customer who also shops at other luxury stores here and in New York, said, “They have such a great variety, and there is always something new and wonderful.”

Dillon is one of the store’s 110 core customers, wealthy women whose cell phone numbers are on file. Bolke furnishes flowers to some of their homes, giving him insight into their tastes and lifestyle that helps with buying. He and Musselman said they don’t buy any special pieces of designer clothing unless they have a specific customer for it.

In addition to designer collections with narrow distribution, such as Alberta Ferretti, Stella McCartney and Dries Van Noten, Forty Five Ten keeps its inventory unique with a private label line by Velvet that has been carefully developed to work with designer pieces. In September, the store will introduce an exclusive loungewear line by DKNY.

Still, Bolke and Musselman see contemporary fashion as a separate business and avoid most of those resources. They fill the need for “carpool clothes” with Kristensen du Nord, which often sells out before it hits the floor, Jarbo and A Common Thread by Rozae Nichols.

The store also has fashion-forward jewelry with an emphasis on 18-karat gold, featuring styles by Julie Baker, Ippolita, Irene Neuwirth and Suzanne Wilson. A smattering of handbags comes from VBH, Alexandra Knight and Henry Beguelin.

When the store opened, the women’s fashion wasn’t as focused, and several departments, such as jewelry, were leased. Gradually, the leased departments were eliminated, and the store began to have a narrower point of view. Sept. 11 was a turning point.

“We were afraid to have a store full of uber-expensive, really weird clothing that needed a lot of explaining,” Musselman recalled. “But we looked back and realized everything that was selling was the most expensive … We said, ‘If we go down, let’s do it in glory.'”