As we stepped from the boat, a sommelier offered flutes bubbling with Dom Perignon. Behind him, china and crystal sparkled on a dining table positioned in shallow water at the edge of the lagoon. A French sous-chef worked nearby, his grill partly hidden by palm fronds.

It was just another day in paradise for the staff of the St. Regis Resort, Bora-Bora, where producing dream scenarios is part of the job. On this April afternoon, staffers were helping a couple celebrate an anniversary, and I had tagged along.

This was my second trip to Bora-Bora, a stunning bit 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 sprung up, and another is 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 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.

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 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 parrot fish, trumpet fish and manta rays glide by under the glass floor. Its super-luxurious Thalasso Spa boasts that it has "one of the purest waters on Earth" piped 3,000 feet from the ocean's depths. A 21/2-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 here more than 12 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.

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 again with the best-known of Tahiti's sister islands.

But little sister is growing up. Bora-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.

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 Hawaii's. In a year's time, Tahiti and its sister islands draw nearly 250,000 tourists - about the same number Hawaii 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 sell pineapples, taro and just-caught wahoo at roadside stands.

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 to the island's simple villages.

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

Not all the hotels in Bora-Bora begin at more than $1,000 a night. The 46-year-old Hotel Bora Bora, with only 54 rooms, emphasizes exclusivity - and has a guest list to match. Actor Pierce Brosnan is among the regulars.

The hotel was Bora-Bora's first, and it has one of the best locations on the six-mile-long 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 tariff 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. 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.

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.

The captain of the 50-foot catamaran Taravana 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, it's not a question of money," Postma said. "It's a question of quality time. I give them good memories."

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, under construction on a motu, or islet, is scheduled to open next year.)

Tong Sang, who also is mayor of Bora-Bora, said the buildup had brought benefits. The availability of jobs has kept families from moving, 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."

Most visitors fly into Bora-Bora, landing at the airport on the tiny island of Motu Mute and taking a shuttle boat to the main island. But those who are staying at one of the exclusive resorts get picked up by a private boat.

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 again.

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

Other perks include butler service, Pratesi linens, 42-inch plasma TVs, three restaurants, and the Miri Miri Spa.

Back on the main island, I would have liked to spend a few nights at the InterContinental, which has 80 beautifully designed villas over water. 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 typical tourist here. 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.

For Bora-Bora Explorers

Getting there

From Philadelphia International Airport, 3-stop flights, with changes of plane, run to and from Bora-Bora. Carriers along the route may be a combination of U.S. Airways, United, Air Tahiti, or Air Tahiti Nui. The best way to arrange a trip is through a travel agent; if you are planning it yourself, begin by contacting US Airways or United, which originate the flights from Philadelphia. A recent round-trip lowest fare was about $1,975.

Staying there

Bora Bora Nui resort and Spa, Vaitape, 1-866- 716-8140; www.boraboranui.com. The 120 suites and bungalows are surrounded by lush vegetation and overlook a private cove. Facilities include the hillside Mandara spa and two restaurants. The hotel is part of the Starwood Luxury Collection. Summer rates begin at $549 a night.

Bora Bora Lagoon Resort & Spa, 1-800-237-1236; www.boraboralagoon.com. The beautifully landscaped resort overlooks the village of Vaitape and the main island, which makes it convenient for shopping or dining. Its Maru Spa is high in the branches of two giant banyan trees. The Orient-Express hotel has a restaurant and poolside cafe. Summer rates from $632 a night.

Maitai Polynesia Bora Bora, 011-689-603-000, www.hotelmaitai.com. The small hotel on Matira Beach, one of the most scenic in Bora-Bora, offers the least expensive over-water bungalows on the island. Restaurant and bar. Rates begin at about $400 a night for an over-water bungalow, $300 for a garden view.

Novotel Bora Bora Beach Resort, Vaitape, 011-689-605-950, www.novotel.com. The resort has clean, efficient units near beautiful Matira Beach. Restaurant and bar. About $200 a night.

Lagoon picnics, snorkeling. Bora-Bora native Patrick Tairua leads nature tours and also offers small-boat tours for snorkeling, shark and ray feeding, and picnics. Half-day marine tour for two to four people, $360; motu lunch with Tahitian foods, $750. E-mail patrick.bora@mail.pf.

Things to do

Jeep tours. Take a backcountry tour on a Land Rover with Bora-Bora native Heirama Fearon. See stone temples and World War II guns that once guarded the island. Three-hour tour is $80 per person. E-mail Vavau Adventures, temana689@mail.pf.

Spas. At the InterContinental's Thalasso spa, guests can view marine life through the glass panels in the over-water bungalows during a massage session. At the new Manea Spa at the Bora Bora Pearl Beach Resort, a Tahitian-owned property on Motu Tevairoa, two pavilions offer couples treatments, and two spa suites are available. Individual 50-minute treatments start at $145.

More information

Tahiti Tourism

1-800-365-4949, www.tahiti-tourisme.com.

- Rosemary McClure