As fab fashionistas, agile antiquers, super shoppers, and those who live for a good find are well aware, the wildly popular Round Top Antiques Fair is back, October 23-28, for some the hottest shopping in Texas, U.S. — and heck, the world.

Texas’ antique mecca, boasting a permanent population of 99, draws hundreds of thousands from across the globe twice a year for the shows. As expected, hotels and Airbnbs book months in advance, but that doesn’t stop Texans in nearby cities from making a day trip. Those who pack up for the Round Top roadie are rewarded with new hot spots for food, drink, entertainment, and — obvi — shopping.

With that in mind, we’ve rounded up some of our old faves from previous trips and solicited friend and guru — let’s call her “Round Top Angie” for top shops and, thanks to Angie, the IYKYK spots where the locals like to hang.

And since Round Top weekends are as much being seen as seeing, read on for our fashion writer Gabi De la Rosa's guide to can't-miss fashion and shopping.

  

Photo via Stone Cellar

Get your honky tonk on at Stone Cellar.

Shop Round Top

The Original Round Top Antiques Fair, created by Emma Lee Turney in 1968, remains the epicenter of what is now known at The Antiques Show. Thousands hit Round Top last week to shop the more than 65 venues along the rural TX-237 highway and beyond.

Barns, tents, and hayfields are home to authentic antiques, fine art, home decor, and more.

The Big Red Barn and Blue Hills

The Big Red Barn (475 Texas 237) functions as the primary Antiques Fair venue and is a massive, climate-controlled building that is unmistakable to passersby as it's literally a giant red barn. The Annex and Continental Tent are both located adjacent to the Big Red Barn and add to the overall ambiance and sheer shopping bliss that overtakes the town during these precious fall weekends.

Where it all started over 50 years ago, the Big Red Barn will be open through October 28. Photo by The Big Red Barn

Not far from the Big Red Barn is its sister venue, Blue Hills (1701 Texas 237), a rustic, antiques mega complex, as they approach on 237. A must-stop for any serious shopper, the destination boasts 26 acres, more than 60 vendors from around the world, and 100,000 square feet of shopping space. Hot brands and partner collabs, must-see pieces, easy access off 237, clean bathrooms, and ample free parking make this a no-brainer. Plan to spend some serious time — and money — here.

Henkel Square Market

One of Round Top’s most iconic historic squares has been reborn as a shopping, dining, bar, and gallery space that now goes by Henkel Square Market. Easily one of the town's most popular tourist destinations, the market features the newly opened Kemo Sabe, the chic Texas bootmaker that helps fashion-focused shoppers step into Round Top chic with ease.

One could spend hours at Southern Beasts, where the clever Mary Lou Marks (who chats up visitors and recognizes shoppers from months and years prior) crafts whimsical animals out of vivid upholstery. We scooped up vintage headbands and bracelets and lusted over the vintage cowboy hats and gear and one-of-a-kind paintings. Upstairs, the clever folks at Starr’z hunt all over for retro mid-century modern furnishings jewelry, handbags, decorative pieces.

Next door is the exotic Sapana Dreams, (translated to “dream” in Nepali), where owner Jolie Helms curates and imports outerwear, vests, quilts, totes, and more from India and Nepal — all while empowering the impoverished crafters in those countries. Helms is passionate about educating shoppers about the plight of those who create the goods for her first solo store — all while customers leave with some serious statement pieces.

A quick jaunt leads to our favorite Round Top art store, Humble Donkey Studio, a crafty playground founded by John Lowery, a former Houston marketing CEO who has turned his passion for Texan and animal-themed art into a two-story mecca of charm. Lowery celebrates in-store sales of his large paintings (in demand across the country) with wine, cowbell ringing, and the declaration that “a donkey got its wings.” We grabbed hats, small works, and even a Texas-themed doormat from the exclusive Lower40 collection.

Stylish Texans always make a beeline for Marla Hurley’s chic boutique Modernmarla, where serious shoppers can grab luxe-label shoes, accessories, clothes, and more. (Be sure to score a cheeky “Kiss My Fancy Texas A*s” T-shirt for a Lone Star look that’s totally extra.) More looks can be found at upscale jewelry destination Mallory et Cie.

Rockin' Round Top: The 550 Market and Rockabilly Baroness

To really shop like the locals, head to The 550 Market, a cool destination that hosts pop-up parties, activations, and event a speakeasy. Those looking to rock the outlaw/rock star vibe should head to Rockabilly Baroness, The 550's anchor space. Much like its Houston sister store the Round Top outpost offers up must-have boots to gorgeous bags – all meticulously crafted with the fine hides, exotic skins, imported leathers, and intricate beading. Consider this the one-stop show for rocker-cowboy-cowgirl chic.

Rockabilly Baroness saddles up your inner cowgirl rock star.Rockabilly Baroness

Round Top Village

Round Top Village meanwhile, showcases a mix of local handcrafted jewelry, women's wardrobe staples, hand-poured luxury candles, exotic linens and wares, a plethora of antique vintage finds, and furniture pieces scattered throughout the shops. Look for an entire shop devoted to primitive and American farmhouse antiques. Vendors at Round Top Village include Richard Schmidt Jewelry, Simple Rags, Courtney Barton, Tutu and Lilli, Muse Collective Jewelry, Bella’s Candles, Cottonseed Trading Co, and Round Top RV Park.

Gasoline Hill & Antiques

A go-to shop for visitors looking for the cleanest porcelain and painted metal advertising on the market; inventory includes a unique mix of vintage advertising memorabilia, such as old gas pumps, oil and automotive signs, and much more. The seller takes pride in displaying items that are originals, not replicas. On top of its authentic vintage signs, look for reclaimed industrial, architectural, and contemporary furniture and accessories from all over the world. Grab some country store items like bread, dairy goods, and more.

Eat, drink, two step, and more

Lulu’s Italian restaurant and ll Cuculo bar at Hotel Lulu

Nestled just outside the bustling Henkel Square, Hotel Lulu has become a go-to for urbane visitors who stay for the scenic vistas (we fell in love with the neighboring barn characters, namely a charming donkey, bull, and some alpacas). The red-hot, in-house restaurant Lulu’s is the Italian-focused sister restaurant to a Houston locale.

Rejoice: The beloved Lulu’s now serves breakfast.Photo via Lulu’s Round Top

Executive chef Jose Monterrosa has answered regulars’ repeated for breakfast service; find delicious starter meals here starting at 8 am. Those rising a little later can enjoy brunch, which features many lunch and dinner items. We loved the country-table-themed Uova in Purgatoria, where a farm-fresh fried egg sits in a bed of delicious red sugo sauce. Carnivores can power up with the steak and eggs, adorned with a chimichurri sauce; all go well with bloody Marys, mimosas, and fresh bellinis. We ended brunch with an irresistible combo of gelato and bombolini, Italian doughnuts with crème anglaise.

Pasta dishes at Lulu’s are wildly popular, especially the carbonara, a perfectly cooked fried egg with a healthy, orange yolk centering the dish. Caviar is a good starter, and the bread service is so divine it could potentially be a meal paired with fresh butter and a full-bodied red wine. Grilled branzino and a beefy tenderloin make excellent choices for proteins, while tiramisu and gelato are sweet finishes.

Lulu’s downstairs dining room, chiseled in central Texas rock, is also worth a peek, as it's a favorite for private parties.

For a refined sip, Hotel Lulu’s perfectly picturesque ll Cuculo bar is an absolute must-visit for pre or post-dinner cocktails, after a day out, or a romantic date night. The main bar is striking with its deep wood and blue accents, while a curtained seating area — vibrant and velvet-adorned — sports plush seating with swoon-worthy upholstery. In a city full of Instagrammable scenes, this elegant spot is photo-shoot ready.

Merritt Meat Company

The owners of Truth Barbecue, a smokin' Houston favorite that scored top marks in Texas Monthly's best BBQ list, purchased Roundtop Smokehouse in Henkel Square and reopened the space to honor Lee Ellis (Merritt is his middle name). As any regular knows, Truth's brisket and sausage can disappear in minutes, not hours. Those wanting to meat up best show up early and expect lines.

Duo Modern in Market Hill

Market Hill owner Paul Michael wanted a space in his chic retail destination Market Hill where Round Top shoppers could share stories and meals. Enter the stylish Duo Modern, which features haute furnishings from Market Hill. Look for roasted sea bass, breaded branzino , oven-roasted lobster tail, rigatoni pasta, grilled beef tenderloin, a grilled pork chop, a crowd-favorite rack of lamb, and more. As expected with a Paul Michael operation, Duo Modern's ambience is urbane, stylish, and comforting.

Ellis Motel

Created by the late restaurateur and namesake the Ellis Motel isn't actually a motel. Instead, the Ellis Motel Lounge and Emporium has become on of Round Top's hottest hangouts. Inside of a welcoming bungalow dating back to the 1800s, the outpost boasts an eclectic mix of art and furniture for sale. While browsing, sip on some of the best cocktails in Round Top.

Royer’s Café and Pie Haven

Royers Pie Haven in Round Top. Royers Pie Haven Facbook

Led by JB and Jamie-Len Royer, the team at the iconic — legendary, really — Royer’s Round Top Café is all about love, customer service and lasting relationships. Upon walking through the doors of the funky, iconic establishment in Round Top, diners are greeted with a menu that will surprise and delight. Instead of the ‘typical’ small town country fare, expect what they call gourmet country food. The Pie Henkel Square Market serves up divine, freshly baked pies — grab one or three for the trip home.

Food Truck Alley at Blue Hills

Those shopping at the Blue Hills Food Truck Alley can expect a feast of options. The checklist includes Dapper Bear Seafood, Tumbleweed Food Company, Vela Farms, and Wildflyer Mead Co. The Ellis Motel Bar pop-up serves up beer, wine, and cocktails on the patio — the spicy margarita, the Bloody Mary, and espresso martini are winners. Neon Moon Coffee brews up specialty coffee and baked goods all day on the patio. Methodist Men BBQ is open from 11 am to 3 pm on the patio — but the meats go fast.

Little Cheese Shop

A cheese, wine, chocolate, and to-go gourmet shop in the heart of Round Top, Little Cheese Shop is housed in a quaint 1830s cottage. Grab fine cheeses and charcuterie fare (salami, prosciutto, pâté, mousse, smoked salmon), plus chocolate, sweet treats (we grabbed a few), spreads, chutneys, olives and pickles, crackers, and flat breads. Nothing pairs with cheese like wine; Little Cheese Shop offers a number of white, red, and sparkling bottles.

The Mark Speakeasy

Located inside Round Top's 550 Market, The Mark is a secret speakeasy that is open Fridays and Saturdays from 8 pm to midnight for cocktails and light bar bites. A catering kitchen is available on-site for large parties and special events. Slip behind the secret door and see what it’s all about — and prepare foe a memorable night.

The Stone Cellar honky tonk

The Stone Cellar.Photo via The Stone Cellar Round Top

The Stone Cellar inhabits the refurbished La Grange train depot, which was built in 1861. The newly renovated honky tonk now features a cozy cocktail bar boasting local craft beers and wines, and cocktails aplenty. The venue is located less than a quarter of a mile from the Round Top Town Square and offers live music every Friday, Saturday, and Sunday.

Don't head back without visiting...

Round Top Festival Institute’s Festival Hill

The James Dick Foundation for the Performing Arts and its sole project, Round Top Festival Institute, were founded in 1971 by world-renowned concert pianist James Dick. Launched with just a handful of gifted young pianists in rented space on the town square, the project is now an internationally acclaimed music institute for aspiring young musicians and distinguished faculty. The foundation has developed superb year-round education and performance programs. Its must-visit, 210-acre campus Festival Hill boasts major performance facilities, historic houses, extensive gardens, parks, and nature preserves.

St. Martin’s Catholic Church

Known as the world's smallest Catholic church, St. Martin's celebrates Mass on a monthly basis inside the 192-square-foot church, which holds six rows of pews that can accommodate 20 people.

Texas Cotton Gin Museum

Preserving the history of cotton and cotton ginning in Texas, the Texas Cotton Gin Museum is home to the 1914 Burton Farmers Gin — the oldest operating cotton gin in America. Recognized by the American Society of Mechanical Engineers, the Smithsonian Institution, the National Trust for Historic Preservation, and the National Register of Historic Places, the museum transports guests to an era that defined the quintessential American — and most definitely, Texan — can-do spirit.

A note to first-timers: the entire experience can be daunting for Round Top newbies, and to add even more spice to the mix, each venue has varied dates. Make sure to check (and double-check) when your destination of choice will be open. With all that in mind, we've rounded up where to find the best fashion finds both vintage and new during the Round Top 2023 Fall Show.

Finally, some must-hit spots for serious style shoppers(by Gabi De la Rosa)

Unsubscribed plus Houston brands at Blue Hills

Slow and sustainable fashion brand Unsubscribed is this year's brand partner at Blue Hills.Photo by Unsubscribed/Instagram

This year, Blue Hills has partnered with sustainable brand Unsubscribed, which focuses on consciously made-slow fashion pieces created to outlast trends and ultimately have a more sustainable effect on shoppers' wardrobes.

In addition to the Blue Hills barns, tents, and showrooms brimming with the best fashion, home decor, and antiques, several local brands will be onsite. Texans should be sure to hit Christy Lynn,Hibiscus Linens, Carla Valencia Designs, and more.

Round Top Village

One of Round Top's newest shopping destinations, Round Top Village is great for fashion and art. Visitors will find Courtney Barton, Tutu and Lilli, Richard SchmidtJewelry, and more.

Zapp Hall

Housed in a historic dance hall from the early 1900s, Zapp Hall welcomes shoppers in search of various antiques, including genuine vintage fashion. Come for the antiques, stay for the atmosphere.

The Arbors

The Arbors is open twice yearly and features more than ten tents with great fashion, home decor, and antiques. Shoppers can get their hands on items from Arloom, Topped Hats, Stylish Sloan, Ole San Miguel, and more.

Check out Arloom at Blue Hills and Arbors during the fall show.Photo by Arloom/Instagram