Shopping’s Change of Pace : Visitors to Old Town Pasadena find an eclectic, artsy world of diners, clothing shops, bookstores and theaters.

Now that Melrose Avenue is going down for the third time in the sea of self-conscious too-hipness, we must abandon it for a new place to people-watch, shop and dine, and we have found it--in Old Town Pasadena.

At first glance, the area could pass for a studio back-lot set--dressed for the 1940s, but with so-very ‘90s shops and restaurants. Quaint architecture, darling brick alleyways, artsy design supply houses, upscale resale shops, art, clothing, jewelry, theaters, and, in seemingly every other building, some kind of bistro, cafe, trattoria, cucina, coffeehouse or diner. All this within about a 12-block radius of Fair Oaks Avenue and Colorado Boulevard.

We park in the parking garage just east of Fair Oaks on Green Street, which is a block south of Colorado, but there are numerous lots in the area and helpful signs directing you to them. Figure on paying $5. (Street parking is metered, including Sundays.) Old Pasadena is bordered roughly on the north by Holly Street, on the south by Green Street, on the west by Pasadena Avenue and on the east by Arroyo Parkway. We confine our walking to busy Colorado Boulevard, with an occasional foray south one block (though it’s worth a side trip north to Union Street for the resale shops).

1 p.m.: From the parking garage we emerge on Raymond Avenue, which will be the eastern edge of our tour. We can’t resist wandering into the small but well-stocked Distant Lands travel bookstore across the street. Here you can get a map of Easter Island or a video of Greece. There are guidebooks of every kind (“Eating in Japan,” “How to Beat Jet-Lag”), plus travel commentaries that range from the classics to contemporary humor.

1:15 p.m.: At Fair Oaks, we head west, down the south side of Colorado. On a sunny Sunday, the sidewalks are busy, but not overly crowded, with fresh-scrubbed families pushing strollers, leather-jacketed bikers and babes, actor/model wanna-bes (read: waiters on their day off), drop-dead-cool literary types, dudes with backward baseball caps and Regular Folks like us.

Several performers warble on tenor saxes or amaze with magic tricks (then there’s the guy whose act consists of standing perfectly still, which is actually kind of cool.)

We encounter a sidewalk French fry tasting, or rather a French fry sauce tasting in front of the Fantastic French Fry Co. (A young man challenges the authenticity of the Hungarian ketchup.) Lunch-time diners linger over coffee in the sidewalk cafes. We avoid the little alley that beckons us to Heminger’s Fudge & Chocolate Co. and instead opt for the more expensive but less fattening Girasole, a beautiful store offering colorful, mostly Italian pottery (rooster pitcher, $46, big mugs, $28) and Irish pine furniture. There’s also a trendy-looking clothing store and Grolet Gallery, for reasonably priced Native American jewelry and pricier art. Down another alley is Merida, an authentic Yucatan restaurant (how about a steaming bowl of goat?)

2 p.m.: Across Fair Oaks is Dodsworth, another ‘40s-looking diner. We duck into Penny Lane, a new-and-used CD and tape store that also has cards, magazines and some rock ‘n’ roll collectors items.

Jake’s, at the head of the alleyway, has burgers and billiards and, out front, bikers are lounging around as if they were paid to be there to provide atmosphere (but apparently weren’t). Chinese at Chopstix. Sticky Fingers is a candy store that specializes in the sugar-free--and therefore conscience-free--variety. At the end of the block is a cinema.

2:30 p.m.: A side trip one block south on De Lacey Avenue. OK, if you don’t like this place, get thee to a yogurt shop, but fans of red hot chili peppers, and we don’t mean the band, will want to spend some time in Hot Hot Hot, a delightful little store stocked with hot sauces from around the world, emphasis on Jamaica and the American Southwest.

Even if you never use a drop, the bottles are worth having (or for inexpensive giving) just for their labels: Vampfire, Hot Bitch on a Beach, Scorned Woman, Hellfire and Damnation, Satan’s Revenge and, our personal favorite, Religious Experience. The store also has T-shirts with peppers on them, posters with peppers on them, hot chips to dip into hot sauces.

Gosh, thirsty? Across the street is DeLacey’s Club 41, another reminder-of-bygone-days restaurant and bar whose sign outside promises “Booths for Ladies.”

2:45 p.m.: Back on Colorado, still heading west. An African American gentleman plays a trumpet in an old-standards duet with an elderly white woman on electric piano. Halfway down the block is the Cellophane Building, a faux-Moorish affair with a nifty neon sign.

3 p.m.: At Pasadena Avenue, cross Colorado and turn back to the right. Here you have newer influences, such as the ubiquitous Starbuck’s Coffee. It opens into an enormous Barnes & Noble bookstore that feels more like a library than a retail outlet, with tables and chairs for reading scattered throughout.

Across De Lacey, still heading east on Colorado, we have an upscale, Palm Springs-ish stretch of Crate & Barrel, The Gap, A.B.S., Boulevard Shoes, Johnny Rockets down a little alley, Armani Exchange, Banana Republic, restaurant Il Fornaio down another little alley, Victoria’s Secret and J. Crew. Phew!

3:30 p.m.: Now we cross Fair Oaks to find a guy making balloon critters for kiddies. Diners and people-watchers enjoy the shady outdoor seating at the trattoria Mi Piace, next to the outdoor diners partaking of the great-looking sandwiches at the Pasadena Baking Co. Del Mano Gallery displays ceramics, jewelry and, conveniently, handmade jewelry boxes. Next door, Impromptu, a large gift shop with the usual items--ceramic Mona Lisa, $21, crockery cat dish that says Tuna Breath, $10.50.

3:45 p.m.: Now we’re back on Raymond. You can either extend your tour by heading north. (Resale shops on Union Street! And--big surprise--more restaurants.)

Or trudge your weary way back to the parking garage. But before you go, it’s worth a half-block detour south of Green Street to 99 S. Raymond, to behold the Castle Green Apartments.

This is a spectacular, turreted, Moorish-style building that easily recalls its days as the grand Webster Hotel, originally built in 1890 and designed by Frederick Roerhing, architect. The fountains and benches are inviting under the soaring palm trees.

Hey, they don’t have this on Melrose.