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an unhinged homeless guy, not some exec barking into his Bluetooth. Gentrification is everywhere. It’s in the downtown area where condo-office-store combos are swallowing up every available open space. It’s in the brand-new library with its stunning design and technology. And it’s in the new Madison Performing Arts Center (www.smc.edu/Madison; 1310 11th St), a state-of-the-art midsize venue designed by Renzo Zecchetto; it’s expected to open in 2008. Its chief fundraiser? Santa Monica College alumnus and two-time Oscar winner Dustin Hoffman.

Visitors love Santa Monica for its early-20th-century pier, excellent shopping and dining, and miles of sandy beaches wider than a football field is long. And if downtown with its retail chains feels too busy and vanilla, head to Montana Ave and Main St, which preserve small-town flair, albeit that of a very rich small town.

For visitors, Santa Monica is a central, safe and fun base for exploring LA. Parking is free for two hours at the four large public parking garages on 2nd and 4th Sts between Broadway and Wilshire Blvd. For Main St, the lot at Ocean and Hollister Ave has inexpensive metered parking. The electric Tide Shuttle (25¢ per ride) makes a loop from downtown to the beach, Main St and back every 15 minutes from noon to 8pm (to 10pm Friday and Saturday).

SANTA MONICA PIER

You’ll instantly recognize it from film and TV: the neon-lit arch of the Santa Monica Pier (Map; 310-458-8900; www.santamonicapier.org; admission free; 24hr; ), which has entertained the plebs since 1908 and is the oldest amusement pier in California. Feel the ocean breeze as you stroll past snack shacks, a game arcade, entertainers and anglers to the far tip where the entire arc of the bay from Malibu to Palos Verdes unfolds before you. On summer nights, the pier comes alive with free concerts (Twilight Dance Series, Click here) and movies (Santa Monica Drive-In, Click here).

Kids get their kicks at Pacific Park (Map; 310-260-8744; www.pacpark.com; admission free; 11am-11pm Sun-Thu, 11am-12:30am Fri & Sat Jun-Aug, shorter hr Sep-May; ), a small amusement park with a solar-powered Ferris wheel, kiddy rides, midway games and food concessions. Rides cost between $1.50 and $4.50 each; a day of unlimited spins costs $20/11 (over/under 42in tall); check the website for discount coupons.

Near the pier entrance, nostalgic souls and their offspring can giddy up the beautifully hand-painted horses of the 1922 merry-go-round (Map; 310-395-4248; rides adult/child $1/0.50; 11am-5pm Mon-Thu, 11am-7pm Fri-Sun, closed Tue & Wed Jan–mid-Mar) featured in the movie The Sting.

Peer under the pier – just below the carousel – for Heal the Bay’s Santa Monica Pier Aquarium (Map; 310-393-6149; www.healthebay.org/smpa; admission by donation, suggested/minimum $5/2, child under 12 free; 2-6pm Tue-Fri, 12:30-6pm Sat & Sun; ). Sea stars, crabs, sea urchins and other critters and crustaceans scooped from the bay stand by to be petted – ever so gently, please – in their adopted touch tank homes.

South of the pier is the Original Muscle Beach (Map), where the Southern California exercise craze began in the mid-20th century, and new equipment now draws a new generation of fitness fanatics. Nearby, the search for the next Bobby Fischer is on at the International Chess Park. Anyone can join in. Following the South Bay Bicycle Trail, a paved bike and walking path, south for about 1½ miles takes you straight to Venice Beach. Bike or in-line skate rentals are available on the pier and at beachside kiosks.

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NOSMO KING IN SANTA MONICA

Smokers need to keep their cravings in check when visiting Santa Monica. In November 2006, the city put in one of the toughest anti-smoking laws in the country. Smoking is now prohibited in all outdoor restaurants and bars, on the beach, the Santa Monica Pier, Third Street Promenade, bus stops and within 20ft of any building open to the public. Violators risk getting a $250 fine.

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THIRD STREET PROMENADE

Stretching for three long blocks between Broadway