In the 19th-century, Atherton was a place where the area’s wealthiest families built lavish homes. Not much has changed since.

Back then they were weekend and summer homes, country estates with great acreage; today’s Atherton is slightly less grand, but it’s still the most exclusive game in town. It’s the second-wealthiest city in the United States, according to more than one source. Forbes named it that in 2010; Bloomberg repeated the favor in 2013.

What does it take to be one of America’s wealthiest towns? Enormous homes both new and old in a serene, beautiful setting, with easy access to Silicon Valley and San Francisco. Atherton has only one public park, 22-acre Holbrook-Palmer Park, but that’s okay because the entire town seems like a park.

There is only one park but there is also the Menlo Circus Club, an equestrian center that has been central to the Atherton social scene since 1922. And while there is no retail, no office space, no shops and no restaurants in Atherton, Menlo Park’s charming downtown is within easy walking distance for many Atherton residents.

Since its birth, Atherton has identified as an exclusive community. It’s strange to think, then, that Atherton almost wasn’t Atherton. If not for some speedy action, America’s second-wealthiest town could have been part of Menlo Park.

The year was 1923. Menlo Park was looking to incorporate. Next-door was Fair Oaks, a handful of wealthy landowners who liked their rural setup. They met with Menlo Park’s community leaders and made it clear that they weren’t on board with the plan. Instead, they raced to the state capitol, arriving minutes before the group from Menlo Park, and filed their own papers of incorporation.

Unfortunately, California already had a city called “Fair Oaks.” So on September 12, 1923, Fair Oaks, now known as Atherton, after prominent local citizen Faxon Deal Atherton, became an incorporated city. Eventually, the large estates subdivided, creating a few neighborhoods that preserved the character of early Atherton. Establishing a minimum lot size of one acre helped.

Since then, Atherton has become a favorite place for prominent business people, athletes, entertainers and entrepreneurs. Atherton’s honor roll of former and present residents includes Shirley Temple, Meg Whitman, Jerry Rice and Willie Mays. Atherton is where President Obama chose to have a recent fundraising luncheon and where the exclusive Menlo School has its grounds.

Right now, Atherton is popular with tech tycoons. Teslas outnumber Porsches on local streets. In fact, Atherton City Manager George Rodericks recently suggested to the San Jose Mercury News that the town switch to Tesla police cars, thinking it both practical and appropriate for a town so symbolic of Silicon Valley success. The only problem for locals would be telling which Tesla is the Atherton Police car and which is yours.

Plenty of people have dreamed of living in place like Atherton, but only 7,000 get to. They live in all manner of upscale home, from sprawling ranchers to dignified Spanish mansions and everything in-between, hidden from the world by canopies of trees. The town doesn’t do big festivals or events; instead they bond at schools, at the Atherton library or the Circus Club, or during a brisk walk down a tree-lined lane.  It’s not Main Street, U.S.A., but that’s by design. In this way, Atherton is the closest you’ll find in the Bay Area to the old days of tycoons and country estates.