THE TOWN OF LAST RESORT

PAILIN WAS ONCE PART of Cambodia's most-infamous badlands; until 1996 it was fiercely defended by the Khmer Rouge, an enclave bound only by its own code of conduct. Today the guerrillas have defected to the government, and Pailin is open to outsiders, merchants, opportunists, carpetbaggers and desperadoes from all over the country. Crude capitalism has replaced Maoism as the governing ideology. But the former Khmer Rouge leaders are still in charge, and Pailin still operates with relative autonomy.

The town doesn't pay taxes to the central government, and won't until 2002 (nor does it receive much money from Phnom Penh). Importers and exporters get reduced rates at the Thai border. Pailin has kept its own police force and militia from the Khmer Rouge days, though now the uniforms are government issue. The population of some 36,000 is largely made up of old Khmer Rouge fighters and supporters. Pailin's administrators are ex-Khmer Rouge. Ieng Sary, the group's former minister of foreign affairs, is the town elder. He owns The Pailin Hotel and lives in an unguarded, heavily shuttered home that is surrounded by barbed wire and bougainvillea. But he has more often been in Thailand receiving medical care than in Pailin. His son, Ieng Vuth, serves as the town's deputy governor. Ieng Sary's former bodyguard and protege, Y Chhien, is among Pailin's elite. Y Chhien, who has lived in the area since the Khmer Rouge were driven from Phnom Penh by the Vietnamese in 1979, owns the smartest house in town, a mansion with tinted windows and blue roof tiles.

Now Nuon Chea and Khieu Samphan, the two most senior Khmer Rouge to capitulate to Prime Minister Hun Sen since Ieng Sary in 1996, live about 15 km outside of Pailin. They came in from the cold in December; Hun Sen's warm reception prompted much outrage, elsewhere that is. No one in Pailin is calling for them to face trial for the deaths of some 1.7 million Cambodians during the Khmer Rouge's 1975 to 1979 reign. Some fear that the former fighters are plotting a comeback of sorts from Pailin. That doesn't seem likely. For now, Nuon Chea and Khieu Samphan don't even leave their guarded compound. Some sophisticated Khmer Rouge have quit Pailin altogether for Phnom Penh. "There is not much culture in Pailin," says one. The town does not have the riches it once did, when its logging and gem-mining businesses sustained the Khmer Rouge. It doesn't really have much economic potential, either, unless Phnom Penh decides to resurface the road that connects Pailin to Cambodia's heartland. But for the former Khmer Rouge leaders, at least, Pailin is still a safe haven.

Getting to Pailin from most anywhere in Cambodia is a hard journey these days, but not an especially dangerous one. Guards at checkpoints are unobtrusive and relaxed. Many of the smartly uniformed immigration officials at the Thai border are not locals. The town itself is not heavily armed, certainly not by comparison with Phnom Penh. Almost no weapons are in evidence despite a security presence of 554 soldiers, 373 police and 180 militia. A sense of discipline permeates City Hall and other official buildings. Offices are left unlocked. "Pailin is calm now," says So Sadam, a human-rights worker with the U.N.

Khmer Rouge Radio once attacked the "two-headed, three-eyed government" of Prince Norodom Ranariddh and Hun Sen. It has been replaced by an FM station that features popular music, local public-service announcements and even some official news from Phnom Penh. The propaganda cadres these days are DJs Nop and Neam, who each earn $11 a month. "Pailin is the same as anywhere else in Cambodia," says In Sopheap, a former Khmer Rouge diplomat. Well, almost. Somewhere near the guarded compound of Nuon Chea and Khieu Samphan is thought to be the bunker that served as one of Pol Pot's command centers. Today, militia loll in hammocks nearby. They no longer routinely kill uninvited visitors, but neither do they exactly welcome them. Their presence doesn't seem to bother newcomers to Pailin, though. "I think now it's okay," says Ley Houn, 27, an itinerant gem dealer. "We can talk - they're all human."

The immediate concern for most in Pailin seems to be development, or the lack thereof. Fires rage through the thick roadside undergrowth and massive bamboo stands. A snowfall of ash carpets freshly burnt areas. Everywhere the forest cover is being pushed back to make way for small plots with stilted huts, often patched together from old Chinese ammunition cases. A drought has afflicted many farmers. Closer to Thailand, even larger areas have been cleared to create huge parks for felled logs that one day may be transported across the border. For now, the Thais have closed the crossing to timber traders.

The once-lucrative gem trade has slowed too. The area has been heavily mined. But countless marginal gem pits are being scoured anyway. Poor farmers, men in army uniforms and other desperate workers pan mud for small gems all day. Thai companies are meanwhile turning over the soil with bulldozers and earth movers. It's hard to say what anyone finds in Pailin's soil these days. The only other industry is furniture-making, but the market is small for the chunky, environmentally incorrect pieces.

The town itself is grim. The main street is being resurfaced with bitumen and chippings. The only new buildings are the police headquarters and a casino. The Pailin Hotel, run by one of Ieng Sary's cousins, is in sorry shape. Rooms are barely furnished. The green-tiled restaurant and band stage are empty; there is no swimming pool, not even a kitchen. The electricity, switched on only at dusk, is cut at 10:30 p.m., and the water taps run dry.

In what remains of the forest at the border, the Flamingo Casino is in full swing, packed with hundreds of day trippers from Thailand (where gambling is illegal). Bangkok is just a four-hour drive away. The Flamingo's bettors must cross the border home by six each night. The roulette wheels are mostly idle, but the card tables are bustling. In an air-conditioned room, there are slot machines and tables that accept bets of up to 30,000 Thai baht. No cameras, guns, alcohol or hookers allowed. At least six other casinos, mostly Thai-Cambodian joint ventures, are at various stages of development along the border. The Khmer Rouge, who once dispensed with money altogether, have surrendered unconditionally to the Thai baht.

When the Thai gamblers return home, the Pailin area is even more desolate. In town, the large Caesar International Casino is often closed, and the International Pub next door is deserted. Locals hang out at open-fronted snooker or video parlors, or play games of chance in the main market. Prying foreign photographers are thumped by plain-clothes policemen - a reminder that even if there isn't a whole lot to see, Pailin still has an edge.

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