IT'S like stepping into a giant attic. Wander through the cluttered shops of downtown Orange and you'll stumble across creaky suits of armor, Rosie the robot cookie jars, 1950s gasoline pumps, glow-in-the-dark Frankenstein dolls and other nostalgia.
But there's more to Old Towne Orange these days than antiques. In recent months, trendy restaurants and boutiques have moved into the neighborhood, jazzing up the area's nightlife and riling some locals who want to preserve the district's small-town atmosphere.
Yet even as downtown's bond to the past frays, the buildings retain a time-capsule-caliber aura. That's why the city is a popular backdrop for movies, showing up in such films as "First Daughter," "Big Momma's House" and "That Thing You Do."
Compared with Pasadena's Colorado Boulevard or Santa Monica's Third Street Promenade, the vibe is decidedly low-key. There are no multiplexes or chain stores to draw hordes of people to Old Towne Orange.
By day, antiques hunters meander the sparkly concrete sidewalks, especially on weekends (most of the shops shut down at dusk). But at night, the mood shifts. Under the soft glow of old-fashioned streetlamps, college students, families and couples cluster on restaurant patios or cuddle around the 1937 electric fountain. It's a 21st century place that hasn't forgotten its roots.
Carved out of a sprawling Mexican rancho in 1871, Orange began taking shape on a dusty parcel near a primitive horse racetrack.
A former Confederate submarine captain, William Glassell, laid out the fledgling hamlet's compact downtown. The most striking element in his blueprint was the central plaza. Anchored by a tiny park inside a traffic circle, it remains the community's signature landmark.
"As you approach the downtown along Chapman Avenue or Glassell Street, you don't see traffic lights," explains Phil Brigandi, the city's unofficial historian. "You see trees. It gives it a very different feel."
Sheep once slurped from the plaza fountain, and cars were allowed to travel clockwise and counterclockwise around the circular intersection, a practice that was outlawed in 1923.
Today, most of the slurping is done at Diedrich Coffee, located inside the former Orange Daily News building. The coffeehouse's spacious sidewalk patio is a popular hangout for watching the blur of cars and pedestrians navigating the Orange Circle.
And, yes, it's OK to call the park and surrounding plaza "the Circle." Although old-timers and purists despise the nickname -- so much that they once printed bumper stickers declaring, "It's the Plaza, not the Circle" -- the truth is that plenty of lifelong residents and merchants prefer "Circle," despite the fact that the park is actually an oval.
Branching off from the central plaza are four traffic spokes lined with shops, eateries -- and clues to the city's past.
Aaron Alduenda, who leads walking tours for the Orange Community Historical Society, advises visitors to aim their eyes upward: "That's where the history is." Otherwise, you won't notice the turn-of-the-century lion frieze above the vitamin store on North Glassell Street or the ghostly Bank of Italy wall sign on the north side of the Masonic Temple.
On the other hand, visitors who only stare up as they walk around will miss all the changes happening at ground level.
AFTER decades as a renowned antique hub, downtown Orange is undergoing a metamorphosis. Veteran antique merchants are slowly being supplanted by specialty stores, galleries, restaurants -- even a yoga studio. One of the newest arrivals is Frogs Breath, a gourmet wine and cheese shop named after a line from "The Nightmare Before Christmas." Inside, near displays of Spanish cheese and estate wines, sits an icy vat of liquid that instantly chills bottles of vino. Long-stemmed glasses sparkle on shelves and customers browse for cookies and chocolates.
Elsewhere downtown, the District Lounge, a refurbished tavern with red velvet wallpaper, live music and barbecue-tinged cuisine, has added a spark to Old Towne's nightlife, drawing throngs of students from neighboring Chapman University. Old movies play silently against one wall and an antique neon sign glimmers over the stage where bands perform.
In a room behind the bar, owner Mario Marovic stores liquor inside a massive vault from the building's early days as town post office.
Other new businesses include the Blue Frog bakery (no relation to the wine-and-cheese frog), a running-shoe store, a women's apparel shop, a kitchenware dealer and a retailer selling football-helmet snack bowls and flags.
Set to open soon: a bagel shop, several more restaurants and an espresso bar.
They'll join a lineup that includes Mr. C's Rare Records,a haven for vinyl junkies that is guarded by an RCA dog statue; Tony's Architectural Salvage, a warehouse of old doors and windows; Hot Skates Co., which specializes in snowboards and skateboards and is in one of the area's few relatively modern buildings; Old Towne Mercantile, a frilly home decor boutique; and the half-century-old Orange Army-Navy Store, a repository for camping gear, clothing and Daisy Red Ryder carbines.
"I think the variety is going to attract more age groups and people who aren't just into antiques," says Zalfa Mahshi, co-owner of Byblos Cafe, a Mediterranean bistro that opened downtown 17 years ago.
Not everyone welcomes the new vibe. "The quaintness of the Circle is disappearing," says Ray Minardi, whose American Heritage shop sells vintage neon signs, slot machines, gas pumps and carnival fortunetelling machines.
One sore spot among some of the merchants: Patrons from the surging number of restaurants hog a disproportionate share of downtown's limited supply of parking.
But vestiges of the old days remain. Orange's most famous link to its roots is Watson Drugs and Soda Fountain, which has been dispensing pills, milkshakes and sundries since 1899. Furnished with a jukebox and red Naugahyde stools and booths, it has a 1950s ambience. (George W. Bush stopped in for a malt during the 2000 presidential race.)
Another throwback is the International Street Fair held every Labor Day weekend. The Circle and surrounding blocks are closed to traffic and several hundred thousand people pour in for entertainment, ethnic foods and crafts. Launched in 1973, the street fair was inspired by a 1910 event that featured an auto race, prize chickens, carnival sideshows and a tethered hot-air balloon ride.
At other times during the year, the Circle is shut down for a Christmas tree-lighting ceremony and an antique auto show.
DESPITE the grumbling about downtown Orange losing its soul as new businesses take over, change has been a constant in the district's 135-year history.
The Masonic Temple is headquartered inside a former opera house. P.J.'s Abbey, a popular restaurant, serves meals in a reincarnated Baptist church. And Citrus City Grille, which helped launch Old Towne's current restaurant boom, sits inside an 1886 building where previous tenants have peddled hardware, tractors, groceries, furniture, party rentals and leaded glass.
Even the city's name isn't the original. In the beginning, Orange was called Richland, but it changed identities in 1873 after Washington, D.C., officials rejected the town's application for a post office because there was another Richland, in Sacramento County.
It's unclear how town founders decided to christen their burg Orange.
"I expect to go to my grave trying to blast the story that Orange got its name in a poker game," says Brigandi, author of "Orange, the City 'Round the Plaza."
Nor does the moniker have anything to do with citrus farming. If Orange had been named after the town's main crop at the time, it would be called Raisin or Grape.
Brigandi theorizes that Orange was angling to become the county seat when Orange County split from Los Angeles County.
Another possibility is that Glassell borrowed the name from Orange, Va., his grandmother's birthplace.
In the city's formative years, liquor was illegal, but the downtown had six pharmacies, Alduenda says. German carp swam in the plaza fountain. A mule-drawn streetcar carried passengers east into the foothills.
A small Chinatown was a few blocks south. And to the west a tavern set up shop just outside the city limits, then mysteriously burned to the ground, Brigandi says.
There was even a second traffic circle plaza built in a residential tract at the nearby intersection of Washington Avenue and Orange Street, Brigandi says.
Today, those remnants are long gone, as is the 1908 Classical Revival-style public library, demolished in 1960 to make way for the current structure.
The downtown bustled until the 1950s and '60s, when merchants began an exodus to nearby Tustin Avenue and the Orange Mall. Antiques dealers began filling the vacuum and helped rescue the city center.
In 1982, the downtown became a national historic district. Fifteen years later it was joined by the surrounding square mile of residential neighborhoods, brimming with Craftsman, Victorian, Art Deco and Spanish bungalows.
But that doesn't mean the area is forever frozen in time. Chapman University, on an expansion kick, is building a big film studio just north of downtown. The college also bought the nearby citrus packinghouse, which is transferring operations to Ventura County.
Although Old Towne's reign as the physical, social and business center of Orange is over, Brigandi says the neighborhood is still the city's "symbolic center." Even with all the changes, he adds, "It is our heart."
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Nestled about 30 miles southeast of Los Angeles, Old Towne Orange offers an intriguing amalgam of past and present -- from its 19th century pharmacy to its 21st century snowboard shop. To get there, take the 22 Freeway, exit at Grand/Glassell and drive north about one mile.
History Tour: Downtown walking tours are led by the Orange Community Historical Society from April to October, at 10 a.m. on the second Saturday of the month and 4 p.m. on the fourth Sunday. (714) 502-9531, www.historicorange.org
Food and Drink
Blue Frog Dessert House
Bakery: Pastries, sandwiches and other treats, 7 a.m. to 6 p.m. Tuesdays to Saturdays, 9 a.m. to 5 p.m. Sundays. 136 S. Glassell St., (714) 538-3764
Byblos Cafe: When the weather is nice, sit on the vine-draped rear patio of this Greek diner. Lunch, 8 a.m. to 3 p.m. Mondays to Wednesdays. Dinner, 8 to 10 p.m. Thursdays to Saturdays. 129 W. Chapman Ave., (714) 538-7180
Citrus City Grille: The bistro that helped spark Old Towne's restaurant boom. Starters, $5 to $13. Entrees, $9 to $29. Lunch, 11 a.m. to 3 p.m.; dinner, 3 to 10 p.m. Mondays to Saturdays. 122 N. Glassell St., (714) 639-9600
Diedrich Coffee: Primo people watching from the patio. 44 Plaza Square, (714) 288-6222
Rutabegorz: Launched in 1970, this Fullerton fixture recently expanded to Orange. Starters, $1.95 to $8.25; main courses, $4.25 to $11.95; lunch and dinner, 11 a.m. to 9 p.m. Mondays to Saturdays. 264 N. Glassell St., (714) 633-3260
The District Lounge: Hipster bar serving live music and tasty smokehouse cuisine. 223 W. Chapman Ave., (714) 639-7777
Victorian Manor: Sip high tea in a restored house near the Circle. Lunch and tea, 10 a.m. to 5 p.m. Tuesdays to Fridays, 10 a.m. to 6 p.m. Saturdays and Sundays. 204 N. Olive St., (714) 771-4044
Watson Drugs and Soda
Fountain: This diner has been a fixture since 1899. Breakfast and lunch, 6:30 a.m. to 9 p.m.; dinner 4 to 9 p.m. daily. 116 E. Chapman Ave., (714) 633-1050
American Heritage: Neon signs, TVs in old gasoline pumps and other memorabilia. 105 W. Chapman Ave., (714) 289-2241
Frogs Breath Cheese Store: Gourmet wine, cheese, olive oil and cookies. 143 N. Glassell St., (714) 744-1773
Hot Skates Co.: Snowboards, skateboards and accessories. 117 E. Chapman Ave., (714) 639-0261
Mr. C's Rare Records: Hard-to-find vinyl from the 1940s to '70s. 148 N. Glassell, (714) 532-3835
Old Towne Mercantile: One of several home decor shops selling candles, jams and other items. 123 N. Glassell St., (714) 744-3309
Orange Army-Navy Store: Outdoor equipment, clothes, guns, shoes and more. 131 S. Glassell St., (714) 639-7910
Orange Circle Antique Mall: Vintage toys, campaign buttons, magazines, records. 118 S. Glassell St., (714) 538-8160
Organic Art Plants & Designs: Perennials, hanging plants, miniature landscapes and garden knickknacks. 260 N. Glassell St., (714) 289-0222
Tony's Architectural Salvage: Old doors, window frames, signs, religious statues. 123 N. Olive St., (714) 538-1966