This was my second trip to Bora Bora, a stunning slice of French Polynesia once treasured nearly as much for its slow pace as for its scenery. But life here has begun to speed up. In the last year, two ultra-luxurious hotels have sprouted, with another on the way, all designed to lure the world's most affluent travelers to this fabled South Pacific island.

Some residents worry that continued growth and development will spoil their Shangri-La; some say it already has. Regardless, it has changed the island — and the quality of its tourist facilities. Hotels, both old and new, are scrambling to outshine one another by offering the finest facilities, food and service. But the pampering and the plushness come at a price. To wit:

At the St. Regis, which opened last year, you can stay in the 3,400-square-foot bungalows with swimming pools perched over the island's lagoon. The cost: $5,000 a night. Or, for $15,000 a night, you can frolic in the 13,000-square-foot island estate where Nicole Kidman and Keith Urban honeymooned. Or you can slum in the least expensive guest room for a little more than $1,000 a night.

At the new InterContinental resort, rates also begin at more than $1,000 a night. Its special offerings include a wedding chapel suspended over the lagoon, where the bride and groom can "walk on water" while colorful parrotfish, trumpet fish and manta rays glide by under the glass floor. Its uber-luxurious Thalasso Spa, a 13,000-square-foot complex, boasts that it has "one of the purest waters on Earth," piped 3,000 feet from the ocean's depths. A 2 1/2-hour honeymoon treatment package for two costs more than $1,000.

The prices are as startling as the level of indulgence. It made me wonder: Had Bora Bora turned into paradise cubed? Or just a paradise for the rich?

On my first trip to Bora Bora more than a dozen years ago, I arrived with a friend on his sailboat. The expense of the trip had left us nearly penniless. But the color of the water, from pale turquoise to cobalt blue, electrified me. The coral reefs and fish glowed in a rainbow of colors. At night, we were lulled to sleep by the rhythm of the sea lapping softly against the hull.

The experience was so magical that I became an island addict, collecting visits to the world's atolls and islands the way some people collect visits to the 50 states. Palau, Anguilla, Tonga, the Cook Islands: Been there. But I hadn't returned to French Polynesia. Until now.

Thankfully, the water remains 43 shades of blue, and it took me only a few minutes underwater playing catch-me-if-you-can with a yellow butterfly fish to fall in love all over again with the best-known of Tahiti's sister islands.

AN ICONIC EDEN

But little sister is growing up. Bora is one of French Polynesia's most popular tourist destinations, second only to the main island of Tahiti. When I last visited, Bora Bora had 100 hotel rooms. Now, there are 1,000. I rarely saw pleasure boats in the lagoon before, but this time, there were plenty of them, along with the annoying whine of jet-powered water scooters.

Still, the island hasn't become Maui South. No pink high-rises, no sprawl of condos and mini-malls, no snorkeling adventures in intimate groups of 75. And French Polynesian tourism continues to be far different from Hawai'i's. In a year's time, Tahiti and its sister islands draw nearly a quarter of a million tourists — about the same number Hawai'i draws in 11 days.

The low tourist numbers have allowed Bora Bora to remain the iconic South Pacific Eden that has always lured wealthy travelers. Tropical flowers and vegetation still cloak the valleys and mountainsides, and islanders still set up small roadside stands where they sell pineapples, taro and just-caught wahoo.

More important, the water looks much as it did when author James Michener dubbed the lagoon "the most beautiful in the world." Michener, stationed here during World War II, is said to have used the island as one of the models for the mythical Bali Hai in his book, "Tales of the South Pacific."

The island is a French territory, and most natives speak Tahitian and French, but there are enough English speakers to make U.S. tourists feel comfortable. There isn't much in the way of nightlife, and shopping is limited. Visitors must content themselves with water sports, shark- and ray-feeding expeditions and forays into the simple villages on the island.

So, hoteliers emphasize the destination's beauty and tranquility. They aren't seeking the masses.

PRICEY LODGINGS

Not all the hotels in Bora Bora begin at more than $1,000 a night. The 46-year-old Hotel Bora Bora (011-689-604-460, www.amanresorts.com/bora/home.htm) exemplifies the beauty of intimacy. With only 54 rooms, this Aman Resort emphasizes its exclusivity — and has a guest list to match. Actor Pierce Brosnan is a regular.

The hotel was Bora's first, and it has one of the best locations on the island. Mature coral heads draw an array of fish. I sneaked into the hotel grounds the last time I was here and snorkeled off the powdery white beach. I couldn't afford the room rates then, and with the nightly fee now starting at $675, I chose a thriftier alternative.

I introduced myself and took a tour with Bianca Henry, global sales manager. We walked through lush grounds, fed puffer- fish and needlefish from a small dock and peeked in on a couple of the bungalows that sit on stilts over the water, an island trademark. The Tahitian-style thatched-roof suites made their debut at the Hotel Bora Bora more than 30 years ago. Now, nearly every hotel here has them.

In most of the hotel bungalows, you can watch the fish and even feed them through a small glass opening beneath the living room coffee table. And when you're ready to join the fish, all the bungalows have decks and stairs that lead to the lagoon so you can take a dip.

Bora Bora is 160 miles northeast of Tahiti, a 50-minute hop on Air Tahiti. From the air, as from the ground, it is dazzling. Two towering peaks of black rock soar nearly half a mile above the 6-mile-long island; the lagoon, a barrier reef and myriad islets, called motu, surround it.

CRUISE OFFSHORE

A morning sail on these waters is a gift from the sea gods. Or, in this case, Richard Postma — "Capt. Rick" to those who have sailed with him. I now count myself part of that group, which includes Danny DeVito, Tommy Lee, Rob Lowe and Brosnan.

Postma's 50-foot catamaran Taravana is rigged for trolling, so sailors can pretend to be sport fishing instead of just enjoying a sublime day.

The captain isn't interested in large-group outings. He's into private charters with people who can pay the freight: $1,200 for a half-day sail, $1,500 for a full day or $3,650 for an overnighter. "With these people," he said, "it's not a question of money. It's a question of quality time. I give them good memories."

My two-hour trip convinced me of this wisdom. A light wind filled the sails, billowing white clouds rolled across a blue sky and seabirds wheeled in the currents overhead as the sea slid under our bow.

"This place is ideally situated on the planet," said Postma, a U.S. expat who left it all behind 35 years ago for life in French Polynesia. "It's the place everyone wants to be.

"Yes, I had to give some things up, like football games. But it was worth it."

He worries a bit about the changes he sees in the island. Is development spoiling it? He avoided the question. "Developers will find anywhere that's beautiful and put something there," he said.

Some islanders aren't as philosophical. Patrick Tairua, a Tahitian guide and historian, fears continued growth.

"The hotels need more water than the island can provide," he said. "And there's more trash than we know what to do with."

I asked French Polynesia President Gaston Tong-Sang about these problems. By e-mail, he replied that the government is considering calling for a hiatus after the next hotel opens. (A Four Seasons, now under construction on a motu, is scheduled to open next year.)

Tong-Sang, who is also mayor of Bora Bora, said the new developments had brought benefits. The availability of jobs has kept families from moving away, and "thanks to these hotels, we managed to finance and build a water treatment network that protects our lagoons. We have one of the most protected lagoons in the world."

ISLAND LUXURY

Most visitors fly into Bora Bora, landing at the airport at Motu Mute — a tiny island — and taking a shuttle boat to the main island.

But if they're staying at one of the exclusive resorts, a private boat picks them up.

One recent St. Regis guest, a Middle Eastern sheik, required two boats: one for him and one for his 55 pieces of luggage.

Four staff members were dispatched to unpack his bags in his villa. When they were nearly done, he changed his mind. He wanted to move to a different villa. So the staff repacked his 55 pieces of luggage, moved him and unpacked all 55 again.

The St. Regis prides itself on service — and in accommodating guests' every whim.

"Our goal is to build an absolutely unique experience," said general manager Milton Sgarbi. That means motu picnics with Dom Perignon, if that's what the guest wants, or seamlessly handling seemingly endless pieces of luggage.

When the St. Regis opened last year on a motu in the Bora Bora lagoon, it broke plenty of new ground. Each of its 100 villas — most on stilts over the water — cost more than $1 million to build. Several have private swimming pools or spas perched over the lagoon. Two of the beach bungalows have access to a private helicopter pad.

Then there are all the other St. Regis perks: butler service, Pratesi linens, 42-inch plasma TVs, three restaurants. The 13,000-square-foot Miri Miri Spa rounds out the amenities.

With such luxury, can Hollywood be far behind?

Besides Kidman and Urban, Tim Allen, Eva Longoria and the San Antonio Spurs' Tony Parker have also visited.

As Sgarbi put it, "There is a growing market for luxury properties. This is only two hours farther than Hawai'i, but it offers a much more exotic experience. It's probably everything Hawai'i used to be."

Back on the main island, I would have liked to have spent a few nights at the InterContinental, which has 80 beautifully designed villas over water on a motu (011-689-60-76-00, www.intercontinental.com).

But my budget didn't stretch that far. So I stayed in much simpler lodgings, the Novotel Bora Bora Beach Resort, where I paid $200 a night for a room.

The hotel is on one of the best beaches on the island; the rooms are across the street in a garden. No over-water bungalows for Novotel guests.

But it was fine. I rented a small powerboat ($100 for two hours) and snorkeled in a coral garden a mile offshore. I dined at several great restaurants, each of which featured fresh seafood (dinners were about $30 to $80, without liquor), and I rode Le Truk, an open-air island bus that operates sporadically (about $2 a ride).

And so, as on my earlier trip to Bora Bora, I spent less than the average tourist. But I swam in the same turquoise sea as more affluent visitors did, and I'm sure I enjoyed it just as much.

Trip No. 3 is already on my mental drawing board.