The theater's wildly varied creative legacy made it seem like an almost magical find. It launched with the 1947 world premiere of Bertolt Brecht's play " Galileo," starring Charles Laughton. A photograph from that era shows a courtyard crowd containing Charlie Chaplin, Jimmy Stewart and Angela Lansbury. Later, film archivist Raymond Rohauer screened Buster Keaton movies there.

More recent theater productions included "Blown Sideways Through Life," "God Said Ha!" and the long-running "Late Night Catechism," plus performances by comedian Eddie Izzard.

Flanagan was stunned to discover that his Little Room was the original site of Doug Weston's Troubadour, where Woody Guthrie and Pete Seeger performed, jazz musician Horace Tapscott played and comedian Lenny Bruce had a residency. "Doug Weston was this sort of character who ran his club, in my opinion, like how Flan does -- the no-talking policy," says singer-songwriter Tom Brosseau. "It was a real cultural hub for a long time."

The Coronet, muses Brion, "is interesting, because it's had a number of different heydays, and it's still here, which in L.A. is amazing."

Flanagan is especially excited by the possibilities. The Coronet will house the Largo piano, and he'll hang some of the old Tiffany lamps in the Little Room. "But I'm not going to try and re-create Largo."

Indeed, he relishes planning events the Fairfax space couldn't handle, like having Brion and a band play along to "Punch-Drunk Love," the 2002 Paul Thomas Anderson film Brion scored, or hosting weeklong music, comedy and film festivals. The film idea is especially apt given that a long-in-the-works Largo documentary by Flanagan and filmmaker Andrew van Baal will premiere at the L.A. Film Festival on June 22.

"The fun thing for me is, there's enough space to do any number of things," says Brion. "If I want an orchestra, or just eight people playing, it's very easily done -- even if I want them all playing marimbas."

An emotional end

AT THE beginning of Brion's last night on Fairfax, comedian Dave "Gruber" Allen's reassurance -- "The spirit and the dream that is Largo will live forever, so don't freak out" -- seemed unnecessary. It wasn't a wake. It was a celebra- tion. But later, after Fiona Apple had crooned a devastating "Cry Me a River," the mood turned melancholy. As 2 a.m. approached, Paul F. Tompkins waxed nostalgic and dropped his wine glass on the stage.

Brion played his last tune, the Kinks' "Waterloo Sunset," and said his final thank-you-and-goodnight.

Suddenly, a sense of sacrificing the old -- necessary for bringing in the new -- took hold.

"It's self-evident how much everyone loves playing this place," Brion said, his voice pitching high, his face collapsing as he began to weep.

He retreated to the kitchen, and the crowd stood in the dark, clapping. Soon Brion dragged a red-faced, sobbing Flanagan back out with him, and the whole room seemed to be laughing and crying at once.