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WHEN ANGELA ROCHELLE RECENTLY WENT ON A WALKING TOUR OF DOWNTOWN OFFERED BY THE L.A. CONSERVANCY, THE 39-YEAR-OLD HOLLYWOOD RESIDENT AND native Angeleno had nothing more in mind than learning about the history of the city. Though Rochelle had grown up in West Hollywood, she had never spent much time in this part of town. But within hours of finishing the tour, she had signed a lease for a newly renovated penthouse. "It was so spectacular, I couldn't believe it was still available," Rochelle says, "so I took it immediately." She was particularly taken with the unique details, like stone gargoyles on the exterior and floor-to-ceiling arched windows.

Her building is in the "Core" district, near the old movie theaters, which themselves are undergoing renovation, and Rochelle's discovery of Downtown mirrors what's happening across the city. Savvy developers have snapped up old office buildings and warehouses, while others are building from scratch to meet the demands of those who would live--and pay handsomely for the privilege--in the heart of Downtown. Top places can rent for several thousand per month and more, or sell for up to $1 million at new developments including The Orpheum Lofts, The Pegasus, The Higgins Building, and The Medici as well as a slew of others soon to go on the market.

It's been a long time coming. Artists colonized the area decades ago, swarming there for rents that were low at the time, especially given the oversize spaces available. But from the '70s through the '90s, living conditions were less than ideal, as the area had little infrastructure to support people who actually lived there or visitors who wanted to venture outside their hotels.

The tide began to change a few years ago with several developments, both large and small. The opening of the Staples Center turned the city's eyes to the area and brought tens of thousands of sports fans and concertgoers on a regular basis. Restaurants soon followed, and the area began to come to life.

But that was a transient crowd, and drawing people for single events and revitalizing the streets full-time were very different, as services for residents were still scarce. What's accomplishing the latter is the new population as local workers, artists, and others have begun moving into the area's lofts and condos in sufficient numbers to generate the critical mass necessary to create and sustain the types of services they need.

The recent star-studded opening of the Walt Disney Concert Hall, and the news that Patina had decided to relocate within its curvy, stainless steel walls, added further momentum to the transformation of Downtown, luring more Westsiders across the invisible but no less real divide.

Sometimes, though, it's the small things, not the major events, that have the most impact. The ice rink in Pershing Square, open through mid-January, lends an almost small town feel to the area, while the weekly farmers' market at 7th and Figueroa and flower market at MOCA are two more small building blocks in the ongoing effort to create a vital and vibrant community. And current and future residents have been thrilled to hear that a 50,000-square-foot Ralphs (complete with five levels of underground parking)will open in late 2004 in South Village, a residential and commercial project that includes the soon-to-open Gas Company Lofts.

Of course, Downtown has long been a haven for shoppers with eclectic tastes and an eye for a bargain. From the mainstream merchants at 7th and Figueroa to the wares of the Toy, Jewelry, and Fashion Districts, Downtown offers something for everyone, and often at the lowest price in town. You can find anything from deeply discounted handbags to Chinese herbs or engagement rings. Single Stone, located in the Jewelry District, has an extensive collection of antique jewelry and old cut diamonds.

"There really is a renaissance going on that we have never seen before," says Carol Schatz, president and CEO of the Central City Association and the Downtown Business Improvement District. "Downtown has gone through a complete and total metamorphosis." Schatz is no wide-eyed newcomer to the area: She has been with the CCA for more than 13 years and first came to Downtown decades ago.

She attributes the transformation to several factors, including catalytic projects like the Staples Center, Disney Hall, and the new Cathedral of Our Lady of the Angels, all of which give people a reason to come Downtown, as well as the influence of the area's five large BIDs, which have contributed more than $50 million over the past five years to help make the area cleaner and safer.

Hotels have spruced up--the Biltmore recently completed a $40 million renovation, and the Moorish public areas of the Figueroa haven't looked so good in years--and new ones are coming. Star designer Dodd Mitchell, who gave signature looks to such hot spots as Sushi Roku, Katana, and the Cinch, has taken on the restoration of the Bristol Hotel, an art nouveau gem from the late '20s.

And Downtown is friendlier than ever to tourists, especially pedestrians who take the time to enjoy its greenery and other attractions. The Bunker Hill Steps often surprise first-timers, as the gentle waterfall descending five stories and spanning 103 curving cement steps is as unexpected as the shady spots and benches. And lest anyone think Downtown is unrelentingly urban, veteran visitors know where to go to smell the flowers. Sure, there are grassy parks, including Grand Hope Park and Pershing Square. But the real treat is also the newest. Disney Hall benefactor Lillian Disney loved plants and flowers, so Frank Gehry incorporated them in the design. Walk around the exterior of the hall and you'll find a near rainbow of colors, regardless of season, from the variety of vegetation, which includes Hong Kong orchid trees, Chinese pistache trees, and purple salvias.

Downtown has long been the locus of the performing arts scene in Los Angeles, and publicist Tim Choy believes that will only grow stronger. "The opening of Disney Hall--and the Philharmonic's move to it--freed up time in the Dorothy Chandler Pavilion," Choy says, pointing to a surge in bookings of dance companies. Upcoming shows include the American Ballet Theatre, Paul Taylor Dance Company, Dance Theatre of Harlem, and more. It may well be the strongest dance season Los Angeles has seen in quite a few years, and much of it will be Downtown.

Theater lovers can also look forward to a good year, starting off in early January with Baz Luhrmann's production of La Boheme, which will no doubt be a rendition of the Puccini different from any seen previously in Los Angeles.

Downtown, too, was the original home of Cirque du Soleil, when it first visited the City of Angels back in 1987. Later shows were by the pier in Santa Monica, but the Montreal-based circus most recently set up its grand chapiteau across from Staples for the run of Varekai, and may well return to that site in the future.

But perhaps the liveliest part of the arts scene can be found on Chung King Road, where a handful of galleries opened over the last few years. Black Dragon Society, Happy Lion, and China Art Objects are just three of the half dozen or more packed in a tight area once home to touristy shops hoping to snare Chinatown visitors looking for a souvenir. Many of the galleries coordinate their opening nights, turning the events into festive street parties.

The restaurant scene remains vital, as old favorites including the Water Grill, Ciudad, Pacific Dining Car, and Checkers continue to run smoothly and are joined by many ambitious newcomers, including steakhouse Arnie Morton's, local hangout Pete's Cafe & Bar, Italian eatery Zucca, and Noe.

Robert Gadsby, chef-partner at Noe in the Omni Hotel, worked at Checkers more than a decade ago, as sous-chef to Thomas Keller. Gadsby later worked his way across the city but always aspired to return to Downtown. "I saw other restaurants opening, like Ciudad, and I watched Staples Center and all the traffic it generated. And I saw Joachim Splichal taking over everything downtown, and I felt like he'd already done a feasibility study for me," Gadsby says, referring to Splichal's many restaurants in the area, including Zucca, Cafe Pinot, and Nick & Stef's.

Gadsby's Noe has been an instant success, drawing a good crowd both pre- and post-theater. Business has been so strong that he's decided to open for lunch as well. And he's even begun to look at lofts as he considers a move from his home in Glendale to something more in walking distance.