Though I like Cloudship's "no-chain" idea, in this town right now we need "chains" to bring people. Along the shore I would make it similar to Hollywood's The Grove at Farmers Market. The theme park-esque stylised shopping district located beside the historic Famers Market (Fairfax) really seemed to draw a crowd throughout the day and night. The street car is a nice touch as well. I think we could definitely pull something like this off downtown, with bigger anchors such as a Barnes & Noble, Cinema, restaurants, Apple Store, etc. Hell, place a fountain show in Lake Lucerne and we can rival Vegas and give Dr.Phillips' new development a run for their money. Other retail that could be places in my hypothetical urban fantasy are World Market, Whole Foods/Trader Joes/Wild Oats/or whatever that other new SoCal "it" Organic Market is, Container Store, CB2, Intelligentsia Coffee, Urban Outfitters, EQ3, BJ's Brewhouse, Elephant Bar, Metropolitan Deluxe, UNIQLO... then scatter some indies throughout the 'plex. I know this place could be hyped up enough to be Orlando's "it" place. It would have to be more than one level, definitely... and unfortunately, yet welcomed would be the tourists ($$$).