Dennis Paul's garden grew out of worry.

It was the mid-1990s. It was just a plot of plain old lawn, surrounded by maybe a 1-foot border of humdrum annuals. "Just a square in the back. A green square," says Paul, a sculptor and figurative-art instructor at Columbia College Chicago.

It wasn't even Paul's yard then. It belonged to his parents, and they were getting on in years. Getting sick too. Especially his father.

"You know how it is, you start worrying about your folks, so I started hanging around a lot here," says Paul, who lived a couple of miles away in Rogers Park at the time.

Day after day, as his father's health kept failing, Paul found himself pulled to the house in Edgewater, on Chicago's North Side, where he had grown up. He would come just to be close by, in case his parents needed him.

"I'd go in the back, get my mind off things," says Paul, who put his sculptor's eye to the task. And who, in this year's Glorious Gardens Contest, stole the eye of the judges, besting more than 300 entrants to become the first-prize winner, and recipient of a $1,000 gift card from The Home Depot.

"I'm absolutely ecstatic," says the soft-spoken Paul, 64, shortly after finding out that, all these years later, his worry and his out-back puttering had paid off.

By the end of 1996, Paul's father, Michael, had died. (His mother, Deane Dix, has since died too.) But, already, something beautiful was unfolding from that plot that had soaked up so much heavy-hearted consternation.

Now, all these years later, the back garden of the asphalt-shingled two-flat is a place of breathtaking beauty.

You'd never know, from the front sidewalk, where broken glass is scattered on the street, where weed trees spew every which way, what lies beyond the chain link fence.

It's an oasis, through and through. A petit-point canvas of 36 trees -- larch, dogwood, hemlock, birch and oak, among the many -- stitched into a yard that measures just 35 by 37 feet. It's a composition of green-on-green, where foliage demands attention, texture tells a story. And dappled light and shadow play in and through the leaves.

Crushed-slate paths meander through curving islands and sinuous peninsulas, each one planted with creeping low-to-the-ground Corsican mint, swaths of Kenilworth ivy, sedums by the dozen and so many ferns you could think you're in a woodsy bog, and not just a half-block off honking, screeching Clark Street.

Tiptoeing through this quiet place, where the crunch-crunch of the path beneath your feet and the breeze blowing through a magnolia are the only sounds, you might be spooked by a wisteria that makes like a boa constrictor and coils tight around a tree branch and then a fence post. And, out of the corner of your eye, you might think an elephant, with its wrinkled, leathery foot, has stomped into the garden's middle, only really it's the trunk of Paul's pride and joy, a 10-year-old, 30-foot-tall purple weeping European beech that has been pruned to "reveal its sculptural essence."

Paul's only aim here, he says humbly, was "to create something more interesting than a lawn."

Without setting out to do so, Paul managed to carve out a leafy escape from the urban cacophony that threatens to leap over the fence from the noisy neighbors or creep in from the back alley where who knows what goes down.

He grew it all bit by bit, and planted every tree but three -- a row of 'Van Esseltine' double-flowering crab apples his father left behind. It's an ever-changing canvas he is forever rearranging. That's one reason Paul loves his crushed-slate pathways: When he wants to reshape one of his garden islands, he just rakes the path out of the way and replants as he's inspired.

For a gardener who has packed so much in, he's not big on overcrowding, and pooh-poohs the stuffed English garden.

"The knowledge of how something will grow is real important to me," he says. "You don't know where it's going to grow, how it's going to grow, how it responds to light."

The unscripted mystery is part of the magic.